SHALL PAY YOU
SEVERANCE PAY ("SEVERANCE PAY") CONSISTING OF THE FOLLOWING:
(I)
(A) SALARY CONTINUATION AT YOUR FINAL
BASE SALARY RATE OF $22,670 PER MONTH, AND (B) CONTINUATION OF YOUR CAR
ALLOWANCE PAYMENT OF $600 PER MONTH, FOR THE NINE-MONTH PERIOD FROM THE DATE
IMMEDIATELY FOLLOWING THE TERMINATION DATE TO AND INCLUDING FEBRUARY 28, 2009
(THE "SEVERANCE PAY PERIOD").
THE COMPANY SHALL MAKE THESE PAYMENTS TO YOU ON
ITS REGULAR PAYROLL DATES APPLICABLE TO YOUR POSITION WITH THE COMPANY, PROVIDED
THAT THE COMPANY IS NOT OBLIGATED TO INCLUDE YOU ON THE PAYROLL BEFORE THIS
AGREEMENT BECOMES EFFECTIVE.
IF THE COMPANY DOES NOT MAKE ONE OR MORE PAYMENTS
OF SEVERANCE PAY ON A REGULAR PAYROLL DATE BECAUSE THIS AGREEMENT HAS NOT YET
BECOME EFFECTIVE, THE COMPANY SHALL MAKE ALL SUCH PAYMENTS BY THE FIRST PAYROLL
DATE AFTER THIS AGREEMENT BECOMES EFFECTIVE IN ACCORDANCE WITH SECTION 21; AND
(II)
A LUMP SUM PAYMENT EQUAL TO $69,810.
THIS
LUMP SUM PAYMENT SHALL BE MADE TO YOU NO LATER THAN FIVE (5) BUSINESS DAYS AFTER
THE LATER OF THE TERMINATION DATE AND THE EFFECTIVE DATE OF THIS AGREEMENT, AS
THAT TERM IS DEFINED IN SECTION 21.
(B)
HEALTH BENEFITS.
YOUR RIGHTS AND
OBLIGATIONS UNDER COBRA ARE EXPLAINED IN A SEPARATE LETTER TO YOU DESCRIBING
YOUR MEDICAL AND DENTAL INSURANCE CONTINUATION RIGHTS UNDER COBRA.
TO CONTINUE
YOUR MEDICAL AND DENTAL INSURANCE COVERAGE, YOU MUST ELECT COBRA CONTINUATION
COVERAGE.
IF YOU ELECT COBRA CONTINUATION COVERAGE AND PROVIDED THAT YOU AND
YOUR BENEFICIARIES REMAIN ELIGIBLE FOR COBRA CONTINUATION COVERAGE, THE COMPANY
SHALL CONTINUE TO PAY FOR MEDICAL AND DENTAL INSURANCE PREMIUMS FOR COVERAGE OF
YOU AND YOUR BENEFICIARIES TO THE SAME EXTENT AS IF YOU HAD REMAINED EMPLOYED TO
THE END OF THE SEVERANCE PAY PERIOD.
YOU WILL BE RESPONSIBLE FOR THE REMAINING
PORTION OF SUCH COVERAGE AS IF YOU REMAINED EMPLOYED.
YOU HEREBY AUTHORIZE THE
DEDUCTION OF THE PORTION FOR WHICH YOU ARE RESPONSIBLE FROM YOUR SEVERANCE PAY.
IF YOU ELECT COBRA CONTINUATION COVERAGE, YOU MAY CONTINUE COVERAGE FOR YOURSELF
AND ANY BENEFICIARIES AFTER THE END OF THE SEVERANCE PAY PERIOD AT YOUR OWN
EXPENSE FOR THE REMAINDER OF THE COBRA PERIOD, TO THE EXTENT YOU AND THEY REMAIN
ELIGIBLE.
2
3.
Stock Options
All options that you hold to purchase shares of the Company's common stock
pursuant to the NeuroMetrix, Inc. Amended and Restated 2004 Stock Option and
Incentive Plan or Amended and Restated 1998 Equity Incentive Plan, in each case,
as amended, or any predecessor plan (collectively, the "Plans") that are not
vested as of your Termination Date shall lapse on that date and will not be
exercisable, except that 17,500 shares of the option granted to you on or about
April 1, 2008 and 3,907 shares of the option granted to you on or about June 21,
2004 shall immediately vest upon the later of the Termination Date and the
Effective Date.
Additionally, subject to the effectiveness of this Agreement, you will be
entitled to exercise any or all of the vested