FOR CAUSE, ANY UNPAID BONUS
ACCRUED WITH RESPECT TO THE FISCAL YEAR ENDING ON OR PRECEDING THE DATE OF
TERMINATION; (C) SUBJECT TO PRESENTMENT OF APPROPRIATE DOCUMENTATION, ANY
UNREIMBURSED EXPENSES INCURRED THROUGH THE DATE OF TERMINATION IN ACCORDANCE
WITH COMPANY POLICY; AND (D) A ONE-TIME RELOCATION BENEFIT OF $30,000
(COLLECTIVELY, THE "ACCRUED AMOUNTS"); AND
(II)
ALL OTHER PAYMENTS, BENEFITS OR FRINGE
BENEFITS TO WHICH THE EXECUTIVE SHALL BE ENTITLED UNDER THE TERMS OF ANY
APPLICABLE COMPENSATION ARRANGEMENT OR BENEFIT, EQUITY OR FRINGE BENEFIT PLAN OR
PROGRAM OR GRANT (THE "OTHER BENEFITS").
6
(B)
OTHER THAN FOR CAUSE; FOR GOOD REASON;
DELIVERY OF NON-RENEWAL NOTICE.
IF, DURING THE EMPLOYMENT PERIOD, THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED (X) OTHER THAN BY REASON
OF A NONQUALIFYING TERMINATION OR (Y) AS A RESULT OF THE COMPANY'S DELIVERY OF A
NON-RENEWAL NOTICE PURSUANT TO SECTION 1 HEREOF (COLLECTIVELY, A "QUALIFYING
TERMINATION"), THEN, EXCEPT AS OTHERWISE PROVIDED IN SECTION 4(C) AND SUBJECT TO
SECTION 5 AND SECTION 15, THE COMPANY SHALL PAY OR PROVIDE THE EXECUTIVE (OR THE
EXECUTIVE'S BENEFICIARY OR ESTATE) WITH THE FOLLOWING PAYMENTS OR BENEFITS:
(I)
A LUMP-SUM CASH AMOUNT WITHIN THIRTY
(30) DAYS FOLLOWING THE DATE OF TERMINATION EQUAL TO THE SUM OF THE ACCRUED
AMOUNTS;
(II)
THE OTHER BENEFITS;
(III)
A LUMP-SUM CASH AMOUNT WITHIN THE CALENDAR
YEAR NEXT FOLLOWING THE CALENDAR YEAR DURING WHICH THE DATE OF TERMINATION
OCCURS EQUAL TO THE PRODUCT OF (A) THE ANNUAL BONUS THE EXECUTIVE WOULD HAVE
BEEN PAID BASED ON THE ACHIEVEMENT OF ACTUAL PERFORMANCE GOALS AND (II) A
FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR IN
WHICH THE DATE OF TERMINATION OCCURS THROUGH THE DATE OF TERMINATION AND THE
DENOMINATOR OF WHICH IS THREE HUNDRED SIXTY-FIVE (365) (THE "PRO-RATA BONUS");
(IV)
A LUMP-SUM CASH AMOUNT WITHIN THIRTY (30) DAYS
FOLLOWING THE DATE OF TERMINATION EQUAL TO ONE TIMES THE SUM OF (A) THE
EXECUTIVE'S ANNUAL BASE SALARY AND (B) THE GREATEST OF (1) THE EXECUTIVE'S
TARGET BONUS FOR THE FISCAL YEAR IN WHICH THE EXECUTIVE'S DATE OF TERMINATION
OCCURS AND (2) THE AVERAGE OF THE ACTUAL BONUSES EARNED BY THE EXECUTIVE IN
RESPECT OF THE TWO (2) PRECEDING FISCAL YEARS OF THE COMPANY IMMEDIATELY
PRECEDING THE FISCAL YEAR IN WHICH THE DATE OF TERMINATION OCCURS;
(V)
SUBJECT TO (A) EXECUTIVE'S TIMELY ELECTION
OF CONTINUATION COVERAGE UNDER THE CONSOLIDATED BUDGET OMNIBUS RECONCILIATION
ACT OF 1985, AS AMENDED ("COBRA"), (B) EXECUTIVE'S CONTINUED CO-PAYMENT OF THE
EMPLOYEE PORTION OF ANY CONTRIBUTION OR PREMIUM AT THE SAME LEVEL AND COST TO
EXECUTIVE AS IF EXECUTIVE WERE AN EMPLOYEE OF THE COMPANY (EXCLUDING, FOR
PURPOSES OF CALCULATING COST, AN EMPLOYEE'S ABILITY TO PAY PREMIUMS WITH PRE-TAX
DOLLARS) AND (C) EXECUTIVE'S CONTINUED ELIGIBILITY FOR COBRA CONTINUATION
COVERAGE, THE COMPANY WILL PAY FOR A PERIOD OF UP TO TWELVE (12) MONTHS
FOLLOWING THE DATE OF TERMINATION THE PORTION OF EXECUTIVE'S COBRA PREMIUM
EQUIVALENT TO WHAT THE COMPANY WOULD HAVE PAID IF EXECUTIVE WERE AN EMPLOYEE OF
THE COMPANY.
NOTWITHSTANDING THE