VOLUNTARY TERMINATION
PURSUANT TO SECTION 8(C) SHALL BE DETERMINED IN ACCORDANCE WITH THE PLANS,
POLICIES AND PRACTICES OF THE COMPANY; PROVIDED, HOWEVER, THAT THE EXECUTIVE
SHALL NOT PARTICIPATE IN ANY SEVERANCE PLAN, POLICY OR PROGRAM OF THE COMPANY.
(D)
TERMINATION FOR GOOD REASON OR WITHOUT CAUSE.
(I)
AT ANY TIME DURING THE TERM, (A) THE EXECUTIVE MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR "GOOD REASON" (AS DEFINED
8
BELOW) AND (B) THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT HEREUNDER
WITHOUT CAUSE (AND OTHER THAN FOR DEATH OR DISABILITY).
"GOOD REASON" SHALL
MEAN THE OCCURRENCE, WITHOUT THE EXECUTIVE'S PRIOR WRITTEN CONSENT, OF ANY OF
THE FOLLOWING EVENTS:
(I) A REDUCTION IN THE NATURE OR SCOPE OF THE EXECUTIVE'S
AUTHORITY OR DUTIES FROM THOSE CONTEMPLATED BY THIS AGREEMENT; (II) A REDUCTION
IN THE THEN CURRENT BASE SALARY, TARGET ANNUAL BONUS OR FRINGE BENEFITS SPECIFIC
TO THE EXECUTIVE; OR (III) CAUSING OR REQUIRING THE EXECUTIVE TO REPORT TO ANY
PERSON OTHER THAN THE BOARD; PROVIDED, HOWEVER, THAT ANY SUCH EVENT DESCRIBED IN
(I), (II) OR (III) ABOVE SHALL NOT CONSTITUTE GOOD REASON UNLESS AND UNTIL THE
EXECUTIVE SHALL HAVE PROVIDED THE COMPANY WITH NOTICE OF SUCH EVENT AND THE
COMPANY SHALL HAVE FAILED TO REMEDY SUCH EVENT WITHIN 30 DAYS OF RECEIPT OF SUCH
NOTICE.
(II)
UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER
PURSUANT TO SECTION 8(D), THE EXECUTIVE SHALL RECEIVE THE FOLLOWING PAYMENTS:
(A) PAYMENT OF AN AMOUNT EQUAL TO THE SUM OF (I) ANY EARNED BUT UNPAID BASE
SALARY THROUGH THE DATE OF TERMINATION, (II) ANY EARNED BUT UNPAID BONUS FOR ANY
FISCAL YEAR PRECEDING THE FISCAL YEAR IN WHICH THE TERMINATION OCCURS, (III) A
PRO-RATA AMOUNT OF THE ANNUAL BONUS FOR THE FISCAL YEAR IN WHICH THE TERMINATION
OCCURS AND (IV) THE DOLLAR VALUE OF ALL ACCRUED AND UNUSED VACATION BASED UPON
THE EXECUTIVE'S MOST RECENT LEVEL OF BASE SALARY, (B) PAYMENT OF ANY VESTED
PORTION OF THE RETENTION BONUS, INCLUDING THE PORTION WHICH VESTS UPON SUCH
TERMINATION OF EMPLOYMENT,
(C) PAYMENT OF AN AMOUNT EQUAL TO THE SUM OF (X) TWO
TIMES THE EXECUTIVE'S BASE SALARY (AT THE RATE THEN IN EFFECT) AND (Y) TWO TIMES
THE ANNUAL BONUS THE EXECUTIVE RECEIVED FOR THE FISCAL YEAR PRECEDING THE FISCAL
YEAR IN WHICH THE TERMINATION OCCURS AND (D) ANY EARNED BUT UNPAID IPO BONUS.
THE AMOUNTS PAYABLE PURSUANT TO THE FOREGOING SENTENCE IN SECTION 8(D) (OTHER
THAN WITH RESPECT TO THE PAYMENTS UNDER CLAUSE (D) WHICH ARE SUBJECT TO
SECTION 4(C)(V)) SHALL BE PAID, IN LUMP SUM, WITHIN SIXTY (60) DAYS FOLLOWING
THE EXECUTIVE'S SEPARATION FROM SERVICE WITH THE COMPANY (AS DEFINED IN
SECTION 1.409A-1(H) OF THE 409A REGULATIONS).
IN ADDITION, OUTSTANDING EQUITY
AWARDS WILL ACCELERATE IN ACCORDANCE WITH THE TERMS OF THE AGREEMENTS EVIDENCING
THE AWARDS.
(III)
IN ADDITION, THE COMPANY SHALL CONTINUE TO PROVIDE, AT THE
COMPANY'S COST, HEALTH BENEFITS TO THE EXECUTIVE AND HIS SPOUSE AND OTHER
ELIGIBLE DEPENDENTS AT THE SAME LEVEL OF COVERAGE AND BENEFITS AS IS PROVIDED TO
U.S.-BASED SENIOR EXECUTIVES OF