EXECUTIVE IS EMPLOYED BY THE
COMPANY ON THE DATE THE BONUS PAYMENT IS TO BE MADE.
4.2.2.
THE PERFORMANCE GOALS RELEVANT UNDER THIS SECTION 4.2 FOR ANY GIVEN
CALENDAR YEAR WILL BE ESTABLISHED BY THE BOARD DURING THE FIRST QUARTER OF THE
APPLICABLE CALENDAR YEAR AND WILL BE PROMPTLY COMMUNICATED TO EXECUTIVE.
4.2.3.
FOR PURPOSES OF DETERMINING ANY BONUS PAYABLE TO EXECUTIVE, THE
MEASUREMENT OF CORPORATE AND/OR INDIVIDUAL PERFORMANCE WILL BE PERFORMED BY THE
BOARD IN GOOD FAITH.
4.3.
EMPLOYEE BENEFITS.
EXECUTIVE WILL BE ELIGIBLE TO PARTICIPATE IN
RETIREMENT/SAVINGS, HEALTH INSURANCE, LIFE INSURANCE, DISABILITY INSURANCE AND
OTHER EMPLOYEE BENEFIT PLANS, POLICIES OR ARRANGEMENTS MAINTAINED BY THE COMPANY
FOR ITS EMPLOYEES GENERALLY, SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PLANS,
POLICIES OR ARRANGEMENTS; PROVIDED, HOWEVER, THAT THIS AGREEMENT WILL NOT LIMIT
THE COMPANY'S ABILITY TO AMEND, MODIFY OR TERMINATE SUCH PLANS, POLICIES OR
ARRANGEMENTS AT ANY TIME FOR ANY REASON.
4.4.
PAID TIME OFF.
EXECUTIVE WILL BE ENTITLED TO PAID TIME OFF EACH
YEAR IN ACCORDANCE WITH THE PUBLISHED POLICIES OF THE COMPANY.
4.5.
REIMBURSEMENT OF EXPENSES.
EXECUTIVE WILL BE REIMBURSED BY THE
COMPANY FOR ALL REASONABLE BUSINESS EXPENSES INCURRED BY HIM IN ACCORDANCE WITH
THE COMPANY'S CUSTOMARY EXPENSE REIMBURSEMENT POLICIES AS IN EFFECT FROM TIME TO
TIME.
4.6.
INDEMNIFICATION.
EXECUTIVE WILL BE INDEMNIFIED FOR ACTS PERFORMED
AS AN EMPLOYEE OF THE COMPANY TO THE EXTENT PROVIDED IN THE COMPANY'S BYLAWS, AS
IN EFFECT FROM TIME TO TIME.
5.
TERMINATION.
UPON ANY CESSATION OF HIS EMPLOYMENT WITH THE
COMPANY, EXECUTIVE WILL BE ENTITLED ONLY TO SUCH COMPENSATION AND BENEFITS AS
DESCRIBED IN THIS SECTION 5.
5.1.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
IF EXECUTIVE'S
EMPLOYMENT BY THE COMPANY CEASES DUE TO A TERMINATION BY THE COMPANY WITHOUT
CAUSE (AS DEFINED BELOW) OR A RESIGNATION BY EXECUTIVE FOR GOOD REASON (AS
DEFINED BELOW), EXECUTIVE WILL BE ENTITLED TO:
5.1.1.
PAYMENT OF ALL ACCRUED AND UNPAID BASE SALARY THROUGH THE DATE OF
SUCH CESSATION;
5.1.2.
PAYMENT OF ANY ANNUAL BONUS OTHERWISE PAYABLE (BUT FOR THE
CESSATION OF EXECUTIVE'S EMPLOYMENT) WITH RESPECT TO A YEAR ENDED PRIOR TO THE
CESSATION OF EXECUTIVE'S EMPLOYMENT;
5.1.3.
MONTHLY SEVERANCE PAYMENTS EQUAL TO ONE-TWELFTH OF EXECUTIVE'S BASE
SALARY FOR A PERIOD EQUAL TO 6 MONTHS, WITH POST-EMPLOYMENT EXTENSIONS POSSIBLE
UNDER SECTIONS 5.1.5 AND 5.1.6 BELOW;
5.1.4.
WAIVER OF THE APPLICABLE PREMIUM OTHERWISE PAYABLE FOR COBRA
CONTINUATION COVERAGE FOR EXECUTIVE (AND, TO THE EXTENT COVERED IMMEDIATELY
PRIOR TO THE DATE OF SUCH CESSATION, HIS ELIGIBLE DEPENDENTS) FOR A PERIOD EQUAL
TO 6 MONTHS;
5.1.5.
IF THE COMPANY IS SUCCESSFUL IN DELIVERING CAREPLANNER VERSION 6.0
IN 2007 AS EVIDENCED BY THE COMPANY'S ABILITY TO RECOGNIZE IN 2007 THE ACCRUED
LICENSE FEES ASSOCIATED WITH THE INITIAL BCBS OF MINNESOTA CONTRACT, THEN THE
PERIODS OF PAYMENT AND WAIVER IN SECTIONS 5.1.3 AND 5.1.4 AND WILL BE EXTENDED
BY 3 MONTHS; AND
5.1.6.
IF THE COMPANY IS SUCCESSFUL IN DELIVERING IEXCHANGE WEB VERSION
6.0 INTO PRODUCTION IN APRIL, 2008 (OR SOME OTHER MUTUALLY AGREED UPON MILESTONE
INDICATING COMPLETION), THEN THE