DAYS, PAY TO
EMPLOYEE'S DESIGNEE OR, IF NO PERSON IS DESIGNATED, TO EMPLOYEE'S ESTATE,
EMPLOYEE'S ACCRUED AND UNPAID BASE SALARY AND ANY UNPAID PRIOR YEAR BONUS, IF
ANY, THROUGH THE DATE OF TERMINATION, ANY BUSINESS EXPENSES INCURRED BY EMPLOYEE
BUT NOT YET REIMBURSED BY COMPANY, AND ANY OTHER PAYMENTS REQUIRED UNDER
APPLICABLE EMPLOYEE BENEFIT PLANS (COLLECTIVELY THE "ACCRUED OBLIGATIONS").
(B)
DISABILITY.
COMPANY SHALL, WITHIN THIRTY (30) DAYS, PAY ALL
ACCRUED OBLIGATIONS TO THE EMPLOYEE.
(C)
TERMINATION BY COMPANY FOR CAUSE.
COMPANY SHALL, WITHIN
THIRTY (30) DAYS, PAY ALL ACCRUED OBLIGATIONS TO EMPLOYEE.
(D)
TERMINATION BY COMPANY WITHOUT CAUSE, NON-RENEWAL BY COMPANY,
TERMINATION BY EMPLOYEE FOR GOOD REASON.
IF COMPANY TERMINATES EMPLOYMENT
WITHOUT CAUSE OR NON-RENEWS, OR IF EMPLOYEE TERMINATES EMPLOYMENT FOR GOOD
REASON, THEN COMPANY SHALL PAY ALL ACCRUED OBLIGATIONS TO EMPLOYEE. IN ADDITION,
IF EMPLOYEE SIGNS A SEVERANCE AGREEMENT AND GENERAL RELEASE OF CLAIMS IN A FORM
SATISFACTORY TO COMPANY:
(I)
COMPANY SHALL PAY EMPLOYEE, IN PERIODIC PAYMENTS IN
ACCORDANCE WITH ORDINARY PAYROLL PRACTICES AND DEDUCTIONS, EMPLOYEE'S CURRENT
BASE SALARY FOR EIGHTEEN (18) MONTHS (THE "SEVERANCE PAYMENTS" OR "SEVERANCE PAY
PERIOD");
(II)
EMPLOYEE SHALL BE ELIGIBLE FOR A PRO-RATA BONUS ("PRO-RATA
BONUS"), CALCULATED BASED UPON PERFORMANCE AS OF THE TERMINATION DATE AS RELATED
TO OVERALL PERFORMANCE AT THE END OF THE CALENDAR YEAR.
EMPLOYEE SHALL RECEIVE
SUCH PRO-RATA BONUS ONLY IF EMPLOYEE WOULD HAVE EARNED THE BONUS HAD EMPLOYEE
REMAINED EMPLOYED THROUGH THE END OF THE APPLICABLE CALENDAR YEAR.
CALCULATION
AND PAYMENT OF THE BONUS, IF ANY, SHALL BE PURSUANT TO THE PLAN IN EFFECT DURING
THE TERMINATION YEAR;
(III)
COMPANY SHALL PAY EMPLOYEE A SEPARATION BONUS IN AN AMOUNT
EQUAL TO THE TARGET BONUS TO WHICH EMPLOYEE WOULD BE ENTITLED FOR THE YEAR IN
WHICH EMPLOYEE'S EMPLOYMENT TERMINATES, PAYABLE IN A LUMP SUM;
(IV)
COMPANY SHALL PAY EMPLOYEE IN A LUMP SUM AN AMOUNT EQUAL TO
THE PRODUCT OF (A) TWELVE (12) AND (B) THE COBRA PREMIUMS EMPLOYEE WOULD BE
REQUIRED TO PAY IF EMPLOYEE ELECTED PURSUANT TO COBRA TO CONTINUE THE HEALTH
BENEFITS COVERAGE EMPLOYEE HAD PRIOR TO THE TERMINATION DATE (LESS THE AMOUNT
THAT EMPLOYEE WOULD HAVE TO PAY FOR SUCH COVERAGE AS AN ACTIVE EMPLOYEE) (THE
"COBRA PAYMENT"), LESS APPLICABLE FEDERAL AND STATE WITHHOLDINGS AND ALL OTHER
APPLICABLE DEDUCTIONS; PROVIDED, HOWEVER, THAT EMPLOYEE SHALL BE SOLELY
RESPONSIBLE FOR TIMELY ENROLLING FOR ANY COBRA OR MARKETPLACE COVERAGE AND
PAYING ANY REQUIRED PREMIUMS, BUT SHALL NOT BE REQUIRED TO ENROLL IN ANY SUCH
COVERAGE AND COMPANY IS NOT PLACING ANY RESTRICTIONS UPON THE USE BY EMPLOYEE OF
SUCH PAYMENT AS A CONDITION UPON THE RECEIPT OF THE PAYMENT UNDER THIS SECTION;
AND
(V)
ANY UNVESTED TIME VESTING OPTIONS SCHEDULED TO VEST WITHIN
THE TWELVE (12) MONTH PERIOD FOLLOWING THE DATE OF TERMINATION SHALL VEST IN
FULL ON THE DATE OF TERMINATION.
ANY UNVESTED PERFORMANCE VESTING OPTIONS SHALL
REMAIN ELIGIBLE TO VEST FOR THE THREE (3) MONTH PERIOD FOLLOWING THE DATE OF
TERMINATION.
5
THE ABOVE-DESCRIBED SEVERANCE AGREEMENT AND GENERAL RELEASE SHALL BE PROVIDED TO
EMPLOYEE ON