THE
CHANGE OF CONTROL DATE AND ENDING ON THE THIRD ANNUAL ANNIVERSARY OF THE CHANGE
OF CONTROL DATE.
1.29.
"PRO-RATA BONUS" MEANS AN AMOUNT EQUAL TO THE PRODUCT OF
EXECUTIVE'S TARGET BONUS (FOR THE PERFORMANCE PERIOD IN WHICH THE TERMINATION
DATE OCCURS) MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF
DAYS ELAPSED IN THE PERFORMANCE PERIOD THROUGH THE TERMINATION DATE, AND THE
DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN THE PERFORMANCE PERIOD.
1.30.
"REORGANIZATION TRANSACTION" HAS THE MEANING DEFINED FOR THAT TERM
IN CLAUSE (C) OF THE DEFINITION OF "CHANGE OF CONTROL."
1.31.
"SEC PERSON" MEANS ANY PERSON (AS SUCH TERM IS USED IN RULE 13D-5
UNDER THE EXCHANGE ACT) OR GROUP (AS SUCH TERM IS DEFINED IN SECTIONS 3(A)(9)
AND 13(D)(3) OF THE EXCHANGE ACT), OTHER THAN AN AFFILIATE OR ANY EMPLOYEE
BENEFIT PLAN (OR ANY RELATED TRUST) OF THE COMPANY OR ANY OF ITS AFFILIATES.
1.32.
"SECTION" MEANS, UNLESS THE CONTEXT OTHERWISE REQUIRES, A SECTION
OF THIS AGREEMENT.
1.33.
"SEVERANCE PERIOD" MEANS, IN RESPECT OF AN EXECUTIVE ENTITLED TO A
PAYMENT UNDER SECTION 3.1(B) OR 3.2(C), THE PERIOD DESCRIBED IN
SECTION 3.1(B)(II) OR 3.2(C)(II), WHICHEVER IS APPLICABLE.
1.34.
"STOCK OPTIONS" MEANS STOCK OPTIONS, STOCK APPRECIATION RIGHTS, AND
SIMILAR INCENTIVE AWARDS GRANTED PURSUANT TO STOCK PLAN OR ANY SIMILAR PLAN OR
SUCCESSOR PLAN.
1.35.
"STOCK PLAN" MEANS THE SEEBEYOND TECHNOLOGY CORPORATION 1998 STOCK
PLAN AS AMENDED FROM TIME TO TIME.
1.36.
"SURVIVING CORPORATION" MEANS THE CORPORATION RESULTING FROM A
REORGANIZATION TRANSACTION OR, IF SECURITIES REPRESENTING AT LEAST 50% OF THE
AGGREGATE VOTING POWER OF SUCH RESULTING CORPORATION IS DIRECTLY OR INDIRECTLY
OWNED BY ANOTHER CORPORATION, SUCH OTHER CORPORATION.
1.37.
"TARGET BONUS" MEANS THE AMOUNT EXECUTIVE WOULD HAVE BEEN ENTITLED
TO RECEIVE FOR THE APPLICABLE PERFORMANCE PERIOD IF THE PERFORMANCE GOALS WERE
ACHIEVED AT THE TARGET (OR "PLAN") LEVEL AS OF THE END OF THE PERFORMANCE
PERIOD; PROVIDED, HOWEVER, THAT ANY REDUCTION IN EXECUTIVE'S BASE SALARY OR
BONUS OPPORTUNITY THAT WOULD QUALIFY AS GOOD REASON SHALL BE DISREGARDED FOR
PURPOSES OF THIS DEFINITION.
5
1.38.
"TERMINATION DATE" MEANS THE DATE OF THE RECEIPT OF THE NOTICE OF
TERMINATION BY EXECUTIVE (IF SUCH NOTICE IS GIVEN BY THE COMPANY) OR BY THE
COMPANY (IF SUCH NOTICE IS GIVEN BY EXECUTIVE), OR ANY LATER DATE, NOT MORE THAN
15 DAYS AFTER THE GIVING OF SUCH NOTICE, SPECIFIED IN SUCH NOTICE AS OF WHICH
EXECUTIVES' EMPLOYMENT SHALL BE TERMINATED; PROVIDED, HOWEVER, THAT IF
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON OF DEATH OR DISABILITY OR IF NO
NOTICE OF TERMINATION IS GIVEN, THE TERMINATION DATE SHALL BE THE LAST DATE ON
WHICH EXECUTIVE IS EMPLOYED BY THE COMPANY.
1.39.
"TERMINATION OF EMPLOYMENT" MEANS ANY TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES (DETERMINED AS OF DATE OF SUCH
TERMINATION), WHETHER SUCH TERMINATION IS INITIATED BY THE COMPANY OR BY
EXECUTIVE.
1.40.
"VOTING SECURITIES" MEANS SECURITIES OF A CORPORATION THAT ARE
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF THE CORPORATION.
1.41.
"WELFARE BENEFITS"