reduction, the amount of that insurance benefit will
be deemed to be 150% of the amount actually received by Employee.
E.
TERMINATION BY DEATH.
IN THE EVENT THAT EMPLOYEE DIES DURING HIS
EMPLOYMENT WITH THE COMPANY HEREUNDER, THE COMPANY SHALL PAY TO EMPLOYEE'S
EXECUTORS, LEGAL REPRESENTATIVES OR ADMINISTRATORS AN AMOUNT EQUAL TO THE
ACCRUED AND UNPAID PORTION OF HIS BASE SALARY THROUGH THE END OF THE MONTH IN
WHICH HE DIES AND ANY ANNUAL BONUS OTHERWISE PAYABLE WITH RESPECT TO A COMPLETED
FISCAL YEAR BUT NOT PREVIOUSLY PAID TO EMPLOYEE PRIOR TO THE DATE OF HIS DEATH.
IN ADDITION:
(1)
THE COMPANY WILL PAY TO EMPLOYEE'S EXECUTORS, LEGAL
REPRESENTATIVES OR ADMINISTRATORS EMPLOYEE'S PRO-RATA ANNUAL BONUS FOR THE YEAR
OF TERMINATION, DETERMINED AND PAID IN THE SAME MANNER AND AT THE SAME TIME AS
HIS ANNUAL BONUS WOULD OTHERWISE HAVE BEEN DETERMINED AND PAID FOR THE
APPLICABLE YEAR, BUT FOR HIS DEATH.
SUCH ANNUAL BONUS WILL BE PRO-RATED BASED
ON THE NUMBER OF FULL AND PARTIAL MONTHS OF THE YEAR TRANSPIRED PRIOR TO THE
DATE OF TERMINATION; AND
(2)
NOTWITHSTANDING THE TERMS OF ANY PRESENT OR FUTURE AWARD
AGREEMENTS, ALL OUTSTANDING OPTIONS, RESTRICTED STOCK AWARDS AND RESTRICTED
STOCK UNITS THEN HELD BY EMPLOYEE WILL BECOME FULLY VESTED.
F.
IN CONSIDERATION OF AND AS A CONDITION TO RECEIVING ALL THE
RIGHTS AND BENEFITS DESCRIBED IN PARAGRAPHS 2(B), 2(C), 2(D) OR 2(E) ABOVE,
EMPLOYEE (OR, AS APPLICABLE, THE EXECUTORS, LEGAL REPRESENTATIVES OR
ADMINISTRATORS OF HIS ESTATE) WILL BE REQUIRED TO SIGN THE COMPANY'S EMPLOYMENT
RELEASE AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A.
RIGHTS AND BENEFITS DESCRIBED IN THE AFORESAID PARAGRAPHS ARE IN LIEU OF, AND
NOT IN ADDITION TO, ANY SEVERANCE OR TERMINATION BENEFITS PROVIDED UNDER ANY
OTHER PLAN, POLICY, OR ARRANGEMENT OF THE COMPANY.
G.
FOR PURPOSES OF THIS AGREEMENT:
(1)
"CAUSE" SHALL INCLUDE FRAUD, THEFT, MISCONDUCT, NEGLIGENCE, OR
EMPLOYEE'S UNWILLINGNESS OR REFUSAL TO PERFORM HIS JOB, BUT SHALL NOT INCLUDE
THE INABILITY OF EMPLOYEE TO PERFORM HIS DUTIES AND RESPONSIBILITIES HEREUNDER
BY REASON OF ILLNESS, INJURY OR INCAPACITY.
FOR AVOIDANCE OF DOUBT, TERMINATION
OF EMPLOYEE'S EMPLOYMENT UNDER CIRCUMSTANCES ENTITLING HIM TO PAYMENTS UNDER
PARAGRAPH 2(D) WILL NOT BE CONSTRUED AS A TERMINATION WITHOUT CAUSE.
(2)
"GOOD REASON" MEANS ANY OF THE FOLLOWING, WITHOUT EMPLOYEE'S PRIOR
CONSENT: (I) A MATERIAL, ADVERSE CHANGE IN TITLE (OTHER THAN THE COMPANY'S
APPOINTMENT OF A NEW CHIEF FINANCIAL OFFICER), AUTHORITY OR DUTIES (INCLUDING
THE ASSIGNMENT OF DUTIES MATERIALLY INCONSISTENT WITH THE EMPLOYEE'S POSITION);
(II) A REDUCTION IN BASE SALARY OR BONUS OPPORTUNITY (DESCRIBED IN PARAGRAPH 6);
OR (III) A RELOCATION OF EMPLOYEE'S PRINCIPAL WORKSITE MORE THAN 50 MILES.
HOWEVER, NONE OF THE FOREGOING EVENTS OR CONDITIONS WILL CONSTITUTE GOOD REASON
UNLESS THE EMPLOYEE PROVIDES THE COMPANY WITH WRITTEN OBJECTION TO THE EVENT OR
CONDITION WITHIN 90 DAYS FOLLOWING THE OCCURRENCE THEREOF, THE COMPANY DOES NOT
REVERSE OR OTHERWISE CURE THE
4
EVENT OR CONDITION WITHIN 30 DAYS OF RECEIVING THAT WRITTEN OBJECTION, AND THE
EMPLOYEE RESIGNS HIS EMPLOYMENT WITHIN 30 DAYS FOLLOWING