OF THE FOLLOWING EVENTS OTHER THAN DURING A CHANGE IN
CONTROL PERIOD:
(1)
TERMINATION BY THE COMPANY GROUP OF THE
PARTICIPANT'S EMPLOYMENT FOR ANY REASON OTHER THAN CAUSE; OR
(2)
THE PARTICIPANT'S RESIGNATION FOR GOOD
REASON (AS DESCRIBED IN SECTION 2.1(M)(2)) FROM EMPLOYMENT WITH THE COMPANY
GROUP, PROVIDED THAT SUCH RESIGNATION OCCURS WITHIN SIXTY (60) DAYS FOLLOWING
THE OCCURRENCE OF THE CONDITION CONSTITUTING GOOD REASON;
provided, however, that Involuntary Termination shall not include any
termination of the Participant's employment which is (i) for Cause, (ii) a
result of the Participant's death or Permanent Disability, or (iii) a result of
the Participant's voluntary termination of employment other than for Good
Reason.
(P)
"KEY EMPLOYEE" MEANS AN INDIVIDUAL, OTHER
THAN AN EXECUTIVE OFFICER, WHO HAS BEEN DESIGNATED BY THE COMMITTEE AS ELIGIBLE
TO PARTICIPATE IN THE PLAN.
(Q)
"OPTION" MEANS ANY OPTION TO PURCHASE SHARES
OF THE CAPITAL STOCK OF THE COMPANY OR OF ANY OTHER MEMBER OF THE COMPANY GROUP
GRANTED TO A PARTICIPANT BY THE COMPANY OR ANY OTHER COMPANY GROUP MEMBER PRIOR
TO A CHANGE IN CONTROL, INCLUDING ANY SUCH OPTION WHICH IS ASSUMED BY, OR FOR
WHICH A REPLACEMENT OPTION IS SUBSTITUTED BY, THE SUCCESSOR OR ANY OTHER MEMBER
OF THE COMPANY GROUP IN CONNECTION WITH THE CHANGE IN CONTROL.
(R)
"PARTICIPANT" MEANS (1) EACH EXECUTIVE
OFFICER AND (2) EACH KEY EMPLOYEE DESIGNATED BY THE COMMITTEE TO PARTICIPATE IN
THE PLAN, PROVIDED IN EITHER CASE THAT SUCH INDIVIDUAL HAS EXECUTED A
PARTICIPATION AGREEMENT.
5
(S)
"PARTICIPATION AGREEMENT" MEANS AN
AGREEMENT TO PARTICIPATE IN THE INSWEB CORPORATION EXECUTIVE RETENTION AND
SEVERANCE PLAN IN THE FORM ATTACHED HERETO AS EXHIBIT A OR IN SUCH OTHER FORM AS
THE COMMITTEE MAY APPROVE FROM TIME TO TIME; PROVIDED, HOWEVER, THAT, AFTER A
PARTICIPATION AGREEMENT HAS BEEN ENTERED INTO BETWEEN A PARTICIPANT AND THE
COMPANY, IT MAY BE MODIFIED ONLY BY A SUPPLEMENTAL WRITTEN AGREEMENT EXECUTED BY
BOTH THE PARTICIPANT AND THE COMPANY.
THE TERMS OF SUCH FORMS OF PARTICIPATION
AGREEMENT NEED NOT BE IDENTICAL WITH RESPECT TO EACH PARTICIPANT.
FOR EXAMPLE,
A PARTICIPATION AGREEMENT MAY LIMIT THE DURATION OF A PARTICIPANT'S
PARTICIPATION IN THE PLAN OR MAY MODIFY THE DEFINITION OF "CHANGE IN CONTROL"
WITH RESPECT TO A PARTICIPANT.
(T)
"PERMANENT DISABILITY" MEANS A
PARTICIPANT'S INCAPACITY DUE TO BODILY INJURY OR DISEASE WHICH (1) PREVENTS THE
PARTICIPANT FROM ENGAGING IN THE FULL-TIME PERFORMANCE OF THE PARTICIPANT'S
DUTIES FOR A PERIOD OF SIX (6) CONSECUTIVE MONTHS AND (2) WILL, IN THE OPINION
OF A QUALIFIED PHYSICIAN, BE PERMANENT AND CONTINUOUS DURING THE REMAINDER OF
THE PARTICIPANT'S LIFE.
(U)
"RELEASE" MEANS A GENERAL RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND ITS AFFILIATES AND THEIR
STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B ("GENERAL RELEASE OF
CLAIMS"), WITH ANY MODIFICATIONS THERETO DETERMINED BY LEGAL COUNSEL TO THE
COMPANY TO BE NECESSARY OR ADVISABLE TO COMPLY WITH APPLICABLE LAW OR TO
ACCOMPLISH THE INTENT OF SECTION 9 (EXCLUSIVE REMEDY) HEREOF.
(V)
"RESTRICTIVE