BE HEREINAFTER REFERRED TO AS THE "ACCRUED
OBLIGATIONS"), (C) YOU SHALL BE ENTITLED TO RECEIVE A LUMP SUM CASH PAYMENT
(THE "SEPARATION PAYMENT") EQUAL TO TWO (2) TIMES THE SUM OF (X) YOUR BASE
SALARY AS OF THE END OF THE CALENDAR YEAR IMMEDIATELY PRECEDING THE CALENDAR
YEAR IN WHICH SUCH TERMINATION OCCURS, AND (Y) THE CASH PORTION OF YOUR ANNUAL
BONUS IN RESPECT OF THE CALENDAR YEAR IMMEDIATELY PRECEDING THE CALENDAR YEAR IN
WHICH SUCH TERMINATION OCCURS, AND (D) (1) ANY OUTSTANDING EQUITY AWARDS
(INCLUDING AWARDS HELD BY YOU PURSUANT TO THE RAMIUS LLC EMPLOYEE OWNERSHIP
PROGRAM) SHALL BECOME FULLY VESTED AND EXERCISABLE AND ANY RESTRICTIONS THEREON
SHALL LAPSE EFFECTIVE AS OF YOUR DATE OF TERMINATION (PROVIDED THAT ANY DELAYS
IN PAYMENT OR SETTLEMENT SET FORTH IN SUCH GRANT OR AWARD AGREEMENTS THAT ARE
REQUIRED UNDER SECTION 409A SHALL REMAIN EFFECTIVE) AND (2) ANY STOCK OPTIONS
OUTSTANDING AS OF YOUR DATE OF TERMINATION SHALL REMAIN EXERCISABLE FOR THE
REMAINDER OF THE RESPECTIVE TERMS OF SUCH STOCK OPTIONS (TAKING INTO ACCOUNT ANY
PROVISIONS OF THE EQUITY INCENTIVE PLAN OR OPTION AGREEMENTS THAT CAUSE THEM TO
EXPIRE OR BE REPLACED IN CONNECTION WITH CHANGES IN CONTROL OR SIMILAR EVENTS)
(CLAUSES (1) AND (2) COLLECTIVELY REFERRED TO HEREIN AS THE "EQUITY BENEFITS").
IN ORDER TO RECEIVE THE SEPARATION PAYMENT, YOU WILL ALSO BE REQUIRED TO SIGN A
SETTLEMENT AGREEMENT AND RELEASE OF THE COMPANY IN A FORM CUSTOMARILY USED BY
THE COMPANY, WHICH WILL INCLUDE A GENERAL RELEASE OF KNOWN AND UNKNOWN CLAIMS,
PROVISIONS RELATING TO RETURN OF COMPANY PROPERTY AND NON-DISPARAGEMENT AND A
REQUIREMENT TO COOPERATE REGARDING ANY FUTURE LITIGATION (THE "RELEASE") WITHIN
FIFTY-TWO (52) DAYS OF THE DATE OF TERMINATION OF YOUR EMPLOYMENT (OR SUCH
EARLIER TIME AS MAY BE PERMISSIBLE UNDER THE RELEASE TAKING INTO ACCOUNT ANY
REVOCATION PERIOD).
THE SEPARATION PAYMENT SHALL BE PAID TO YOU WITHIN TEN
(10) DAYS FOLLOWING THE EXPIRATION OF THE REVOCATION PERIOD APPLICABLE TO THE
RELEASE, AND IN NO EVENT LATER THAN SIXTY (60) DAYS OF THE DATE OF TERMINATION
OF YOUR EMPLOYMENT, ASSUMING YOU HAVE SIGNED, RETURNED TO THE COMPANY AND NOT
REVOKED THE RELEASE.
(B)
DEATH OR DISABILITY.
YOUR EMPLOYMENT SHALL TERMINATE ON YOUR
DEATH.
IF YOU BECOME "DISABLED," THE COMPANY MAY TERMINATE YOUR EMPLOYMENT BY
GIVING YOU THIRTY (30) DAYS' WRITTEN NOTICE OF ITS INTENTION TO DO SO UNLESS YOU
RETURN TO FULL-TIME PERFORMANCE OF YOUR DUTIES WITHIN SUCH THIRTY (30)-DAY
PERIOD.
"DISABLED" AND "DISABILITY," AS USED HEREIN, SHALL MEAN YOUR INABILITY
TO PERFORM THE ESSENTIAL DUTIES AND RESPONSIBILITIES OF YOUR JOB WITH OR WITHOUT
REASONABLE ACCOMMODATION, FOR A CONTINUOUS PERIOD OF NINETY (90) DAYS OR MORE,
OR FOR ONE HUNDRED TWENTY (120) DAYS OR MORE IN A TWELVE (12)-MONTH PERIOD, DUE
TO A PHYSICAL OR MENTAL CONDITION.
DISPUTES ON THE ISSUES OF DISABILITY SHALL
BE DETERMINED BY AN IMPARTIAL, REPUTABLE PHYSICIAN AGREED UPON BY THE PARTIES OR
THEIR RESPECTIVE DOCTORS.
UPON TERMINATION UNDER THIS PARAGRAPH 4(B), YOU OR
YOUR ESTATE SHALL BE ENTITLED TO RECEIVE (I) THE ACCRUED OBLIGATIONS