EMPLOYEE'S EMPLOYMENT IS TERMINATED (I) INVOLUNTARILY BY THE
COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY OR (II) BY THE EMPLOYEE
PURSUANT TO A VOLUNTARY TERMINATION FOR GOOD REASON, THEN, SUBJECT TO EMPLOYEE
ENTERING INTO A STANDARD FORM OF MUTUAL RELEASE OF CLAIMS WITH THE COMPANY IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A (AS UPDATED TO REFLECT
APPLICABLE STATE AND FEDERAL LAW), THE COMPANY SHALL PROVIDE EMPLOYEE WITH THE
FOLLOWING BENEFITS UPON SUCH TERMINATION.
(I)
LUMP-SUM PAYMENT.
A LUMP-SUM CASH
PAYMENT IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE EMPLOYEE'S
ANNUAL COMPENSATION;
(II)
CONTINUED EMPLOYEE BENEFITS.
THE COMPANY
SHALL PROVIDE COMPANY-PAID HEALTH, DENTAL, VISION, LONG-TERM DISABILITY AND LIFE
INSURANCE COVERAGE AT THE SAME LEVEL OF COVERAGE AS WAS PROVIDED TO SUCH
EMPLOYEE IMMEDIATELY PRIOR TO THE TERMINATION OF EMPLOYMENT AND AT THE SAME
RATIO OF COMPANY PREMIUM PAYMENT TO EMPLOYEE PREMIUM PAYMENT AS WAS IN EFFECT
IMMEDIATELY PRIOR TO THE TERMINATION OF EMPLOYMENT (THE "COMPANY-PAID
COVERAGE").
IF SUCH COVERAGE INCLUDED THE EMPLOYEE'S DEPENDENTS IMMEDIATELY
PRIOR TO THE CHANGE OF CONTROL, SUCH DEPENDENTS SHALL ALSO BE COVERED AT COMPANY
EXPENSE.
COMPANY-PAID COVERAGE SHALL CONTINUE UNTIL THE EARLIER OF (I) TWO
YEARS FROM THE DATE OF TERMINATION, OR (II) THE DATE UPON WHICH THE EMPLOYEE AND
HIS DEPENDENTS BECOME COVERED UNDER ANOTHER EMPLOYER'S GROUP HEALTH, DENTAL,
VISION, LONG-TERM DISABILITY OR LIFE INSURANCE PLANS THAT PROVIDE EMPLOYEE AND
HIS DEPENDENTS WITH COMPARABLE BENEFITS AND LEVELS OF COVERAGE.
FOR PURPOSES OF
TITLE X OF THE CONSOLIDATED BUDGET RECONCILIATION ACT OF 1985 ("COBRA"), THE
DATE OF THE "QUALIFYING EVENT" FOR EMPLOYEE AND HIS OR HER DEPENDENTS SHALL BE
THE DATE UPON WHICH THE COMPANY-PAID COVERAGE COMMENCES, AND EACH MONTH OF
COMPANY-PAID COVERAGE PROVIDED HEREUNDER SHALL OFFSET A MONTH OF CONTINUATION
COVERAGE OTHERWISE DUE UNDER COBRA.
(III)
PRO-RATED BONUS PAYMENT.
A LUMP-SUM CASH
PAYMENT EQUAL TO 100% OF SUCH EMPLOYEE'S TARGET BONUS AS IN EFFECT FOR THE
FISCAL YEAR IN WHICH THE CHANGE OF CONTROL OCCURS, PRO-RATED BY MULTIPLYING SUCH
BONUS AMOUNT BY A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF DAYS
PRIOR TO OCCURRENCE OF THE CHANGE OF CONTROL DURING SUCH FISCAL YEAR, AND THE
DENOMINATOR OF WHICH SHALL BE THREE-HUNDRED AND SIXTY-FIVE.
(IV)
EQUITY COMPENSATION ACCELERATED VESTING.
ONE
HUNDRED PERCENT (100%) OF THE UNVESTED PORTION OF ANY STOCK OPTION, RESTRICTED
STOCK OR OTHER COMPANY EQUITY COMPENSATION HELD BY THE EMPLOYEE SHALL
AUTOMATICALLY BE ACCELERATED IN FULL SO AS TO BECOME
2
COMPLETELY VESTED; PROVIDED, HOWEVER, THAT IF THIS IS DUE TO A TERMINATION
OCCURRING WITHIN THREE MONTHS PRIOR TO A CHANGE OF CONTROL, SUCH ACCELERATION
SHALL BECOME EFFECTIVE UPON THE DATE OF THE CHANGE OF CONTROL.
(V)
EXTENSION OF STOCK OPTION AND STOCK
APPRECIATION RIGHT POST-TERMINATION EXERCISABILITY.
THE POST-TERMINATION
EXERCISE PERIOD OF ANY OUTSTANDING COMPANY STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS HELD BY EMPLOYEE SHALL BE EXTENDED TO THE LESSER OF (A) ONE YEAR FROM THE
DATE OF EMPLOYEE'S TERMINATION, OR (B) THE ORIGINAL TERM OF THE AWARD.
(B)
VOLUNTARY RESIGNATION; TERMINATION FOR
CAUSE.
IF