TO COBRA.
THE COMPANY SHALL CONTINUE TO PROVIDE EMPLOYEE
WITH HEALTH COVERAGE UNTIL THE EARLIER OF (I) THE DATE EMPLOYEE IS NO LONGER
ELIGIBLE TO RECEIVE CONTINUATION COVERAGE PURSUANT TO COBRA, OR (II) TWELVE (12)
MONTHS FROM THE TERMINATION DATE.
(B)
TERMINATION APART FROM A CHANGE OF CONTROL.
IF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY TERMINATES AS A RESULT OF A
REGULAR INVOLUNTARY TERMINATION DURING THE TERM OF THIS AGREEMENT, THEN THE
EMPLOYEE SHALL BE ENTITLED TO THE FOLLOWING SEVERANCE BENEFITS:
(I)
TWELVE (12) MONTHS OF EMPLOYEE'S BASE SALARY AS IN
EFFECT AS OF THE DATE OF SUCH TERMINATION, LESS APPLICABLE WITHHOLDING, PAYABLE
IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE REGULAR INVOLUNTARY TERMINATION;
(II)
ONE HUNDRED PERCENT (100%) OF EMPLOYEE'S BONUS FOR THE
YEAR IN WHICH THE REGULAR INVOLUNTARY TERMINATION OCCURS;
(III)
CONTINUED VESTING IN COMPANY STOCK OPTIONS AND SHARE
PURCHASE RIGHTS GRANTED TO THE EMPLOYEE PRIOR TO THE DATE OF THE REGULAR
INVOLUNTARY TERMINATION, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF THE
REGULAR INVOLUNTARY TERMINATION, WITH THE RIGHT TO EXERCISE SAID STOCK OPTIONS
AND SHARE PURCHASE RIGHTS WITHIN NINETY (90) DAYS FROM THE END OF SAID
TWELVE-MONTH PERIOD.
(C)
TERMINATION APART FROM A CHANGE OF CONTROL
OR REGULAR INVOLUNTARY TERMINATION.
FOR AVOIDANCE OF DOUBT, IF THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY TERMINATES AS A RESULT OF CAUSE, THEN THE EMPLOYEE
SHALL NOT BE ENTITLED TO RECEIVE SEVERANCE OR OTHER BENEFITS HEREUNDER, BUT MAY
BE ELIGIBLE FOR THOSE BENEFITS (IF ANY) AS MAY THEN BE ESTABLISHED UNDER THE
COMPANY'S THEN EXISTING SEVERANCE AND BENEFITS PLANS AND POLICIES AT THE TIME OF
SUCH TERMINATION.
(D)
ACCRUED WAGES AND VACATION; EXPENSES.
WITHOUT REGARD TO THE REASON FOR, OR THE TIMING OF, EMPLOYEE'S TERMINATION OF
EMPLOYMENT:
(I) THE COMPANY SHALL PAY THE EMPLOYEE ANY UNPAID BASE SALARY DUE
FOR PERIODS PRIOR TO THE TERMINATION DATE; (II) THE COMPANY SHALL PAY THE
EMPLOYEE ALL OF THE EMPLOYEE'S ACCRUED AND UNUSED VACATION THROUGH THE
TERMINATION DATE; AND (III) FOLLOWING SUBMISSION OF PROPER EXPENSE REPORTS BY
THE EMPLOYEE, THE COMPANY SHALL REIMBURSE THE EMPLOYEE FOR ALL EXPENSES
REASONABLY AND NECESSARILY INCURRED BY THE EMPLOYEE IN CONNECTION WITH THE
BUSINESS OF THE COMPANY PRIOR TO THE TERMINATION DATE.
THESE PAYMENTS SHALL BE
MADE PROMPTLY UPON TERMINATION AND WITHIN THE PERIOD OF TIME MANDATED BY LAW.
4
5.
LIMITATION ON PAYMENTS.
IN THE EVENT
THAT THE SEVERANCE AND OTHER BENEFITS PROVIDED FOR IN THIS AGREEMENT OR
OTHERWISE PAYABLE TO THE EMPLOYEE (I) CONSTITUTE "PARACHUTE PAYMENTS" WITHIN THE
MEANING OF SECTION 280G OF THE CODE, AND (II) WOULD BE SUBJECT TO THE EXCISE TAX
IMPOSED BY SECTION 4999 OF THE CODE (THE "EXCISE TAX"), THEN EMPLOYEE'S BENEFITS
UNDER THIS AGREEMENT SHALL BE EITHER
(A)
DELIVERED IN FULL, OR
(B)
DELIVERED AS TO SUCH LESSER EXTENT WHICH
WOULD RESULT IN NO PORTION OF SUCH BENEFITS BEING SUBJECT TO THE EXCISE TAX,
WHICHEVER OF THE FOREGOING AMOUNTS, TAKING INTO ACCOUNT THE APPLICABLE FEDERAL,
STATE AND LOCAL INCOME TAXES AND THE EXCISE TAX, RESULTS