CONDITIONS AND CONTINGENCIES) OR (II) THE
CONSUMMATION OF A CHANGE IN CONTROL, AND
(2)
ENDING ON THE FIRST TO OCCUR OF (I) THE
FIRST PUBLIC ANNOUNCEMENT BY THE COMPANY OF THE TERMINATION OF SUCH DEFINITIVE
AGREEMENT, PROVIDED THAT THE COMPANY DOES NOT, WITHIN THREE (3) MONTHS
THEREAFTER, ENTER INTO A DISCUSSION WITH THE SAME PARTY OR PARTIES THAT LEADS TO
ANY SUCH DEFINITIVE AGREEMENT OR (II) THE DATE OCCURRING TWENTY-FOUR (24) MONTHS
FOLLOWING THE DATE OF THE CONSUMMATION OF SUCH CHANGE IN CONTROL.
(F)
"COBRA" MEANS THE GROUP HEALTH PLAN
CONTINUATION COVERAGE PROVISIONS OF THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1985 AND ANY APPLICABLE REGULATIONS PROMULGATED
THEREUNDER.
(G)
"CODE" MEANS THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY SUCCESSOR THERETO AND ANY APPLICABLE REGULATIONS
PROMULGATED THEREUNDER.
(H)
"COMMITTEE" MEANS THE COMPENSATION COMMITTEE
OF THE BOARD.
(I)
"COMPANY" MEANS INSWEB CORPORATION, A
DELAWARE CORPORATION, AND, FOLLOWING A CHANGE IN CONTROL, A SUCCESSOR THAT
AGREES TO ASSUME ALL OF THE RIGHTS AND OBLIGATIONS OF THE COMPANY UNDER THIS
PLAN OR A SUCCESSOR WHICH OTHERWISE BECOMES BOUND BY OPERATION OF LAW UNDER THIS
PLAN.
(J)
"COMPANY GROUP" MEANS THE GROUP
CONSISTING OF THE COMPANY AND EACH PRESENT OR FUTURE PARENT AND SUBSIDIARY
CORPORATION OR OTHER BUSINESS ENTITY THEREOF.
(K)
"EXCHANGE ACT" MEANS THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
(L)
"EXECUTIVE OFFICER" MEANS AN INDIVIDUAL
APPOINTED BY THE BOARD AS AN EXECUTIVE OFFICER OF THE COMPANY SUBJECT TO
SECTION 16 OF THE EXCHANGE ACT AND SERVING IN SUCH CAPACITY BOTH UPON BECOMING A
PARTICIPANT (UNLESS THEN SERVING AS A KEY EMPLOYEE) AND IMMEDIATELY PRIOR TO THE
FIRST TO OCCUR OF (1) A CONDITION CONSTITUTING GOOD REASON WITH RESPECT TO SUCH
INDIVIDUAL, (2) SUCH INDIVIDUAL'S TERMINATION OF EMPLOYMENT WITH THE COMPANY
GROUP OR (3) THE CONSUMMATION OF A CHANGE IN CONTROL.
3
(M)
"GOOD REASON" MEANS:
(1)
THE OCCURRENCE DURING A CHANGE IN CONTROL
PERIOD OF ANY OF THE FOLLOWING CONDITIONS WITHOUT THE PARTICIPANT'S INFORMED
WRITTEN CONSENT, WHICH CONDITION(S) REMAIN(S) IN EFFECT TWENTY (20) DAYS AFTER
WRITTEN NOTICE TO THE COMPANY FROM THE PARTICIPANT OF SUCH CONDITION(S):
(I)
A MATERIAL, ADVERSE CHANGE IN THE
PARTICIPANT'S POSITION, DUTIES, SUBSTANTIVE FUNCTIONAL RESPONSIBILITIES OR
REPORTING RESPONSIBILITIES, CAUSING THE PARTICIPANT'S POSITION TO BE OF
MATERIALLY LESSER RANK OR RESPONSIBILITY WITHIN THE COMPANY OR AN EQUIVALENT
BUSINESS UNIT OF ITS PARENT; OR
(II)
A DECREASE IN THE PARTICIPANT'S BASE
SALARY RATE OR A DECREASE IN THE PARTICIPANT'S TARGET BONUS AMOUNT (SUBJECT TO
APPLICABLE PERFORMANCE REQUIREMENTS WITH RESPECT TO THE ACTUAL AMOUNT OF BONUS
COMPENSATION EARNED BY THE PARTICIPANT); OR
(III)
ANY FAILURE BY THE COMPANY GROUP TO
(I) CONTINUE TO PROVIDE THE PARTICIPANT WITH THE OPPORTUNITY TO PARTICIPATE, ON
TERMS NO LESS FAVORABLE THAN THOSE IN EFFECT FOR THE BENEFIT OF ANY EMPLOYEE
GROUP WHICH CUSTOMARILY INCLUDES A PERSON HOLDING THE EMPLOYMENT POSITION OR A
COMPARABLE POSITION WITH THE COMPANY GROUP THEN HELD BY THE PARTICIPANT, IN ANY
BENEFIT OR COMPENSATION PLANS AND PROGRAMS, INCLUDING, BUT NOT LIMITED TO, THE
COMPANY GROUP'S LIFE, DISABILITY,