SECTION 3 HEREIN, IF DURING THE TERM OF THIS AGREEMENT THERE HAS BEEN A CHANGE
IN CONTROL OF THE COMPANY (AS DEFINED IN PARAGRAPH 2.4 HEREIN) AND IF, WITHIN
THE EXTENDED PERIOD, THE EXECUTIVE'S EMPLOYMENT SHALL END FOR ANY REASON
SPECIFIED IN PARAGRAPH 2.2 HEREIN AS BEING A QUALIFYING TERMINATION.
THE
SEVERANCE BENEFITS DESCRIBED IN PARAGRAPHS 2.3(A) AND 2.3(B) HEREIN SHALL BE
PAID IN CASH TO THE EXECUTIVE IN A SINGLE LUMP SUM AS SOON AS PRACTICABLE
FOLLOWING THE QUALIFYING TERMINATION, BUT IN NO EVENT LATER THAN THIRTY (30)
CALENDAR DAYS FROM SUCH DATE.
NOTWITHSTANDING THE FOREGOING, SEVERANCE BENEFITS
WHICH BECOME DUE PURSUANT TO THE CIRCUMSTANCES DESCRIBED IN PARAGRAPHS 2.2(C)
AND 4.1 SHALL BE PAID IMMEDIATELY.
2.2.
QUALIFYING TERMINATION.
THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS (I.E., A "QUALIFYING TERMINATION") SHALL TRIGGER THE PAYMENT OF
SEVERANCE BENEFITS TO THE EXECUTIVE, AS SUCH BENEFITS ARE DESCRIBED UNDER
PARAGRAPH 2.3 HEREIN:
(A)
THE INVOLUNTARY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITHOUT
CAUSE (AS SUCH TERM IS DEFINED IN PARAGRAPH 2.6 HEREIN) EITHER WITHIN THE SIX
(6) MONTH PERIOD PRECEDING A CHANGE IN CONTROL OR WITHIN THE EXTENDED PERIOD;
(B)
THE EXECUTIVE'S VOLUNTARY TERMINATION OF EMPLOYMENT FOR GOOD
REASON (AS SUCH TERM IS DEFINED IN PARAGRAPH 2.5 HEREIN) WITHIN THE EXTENDED
PERIOD; AND
(C)
THE COMPANY, OR ANY SUCCESSOR COMPANY, COMMITS A MATERIAL BREACH
OF ANY OF THE PROVISIONS OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO THE
COMPANY FAILING TO OBTAIN THE ASSUMPTION OF, OR THE SUCCESSOR COMPANY REFUSING
TO ASSUME THE OBLIGATIONS OF THIS AGREEMENT PURSUANT TO PARAGRAPH 4.1 HEREIN
WITHIN THE EXTENDED PERIOD.
A Qualifying Termination shall not include a termination of the Executive's
employment within [
] ([
]) calendar months after a Change in Control by
reason of death, disability, the Executive's voluntary termination without Good
Reason, or the involuntary termination of the Executive's employment for Cause.
2.3.
DESCRIPTION OF SEVERANCE BENEFITS.
IN THE EVENT THAT THE EXECUTIVE
BECOMES ENTITLED TO RECEIVE SEVERANCE BENEFITS, AS PROVIDED IN PARAGRAPHS 2.1
AND 2.2 HEREIN, THE COMPANY SHALL, WITHIN THE TIME LIMITS STATED IN PARAGRAPH
2.1, PAY, OR CAUSE TO BE PAID, TO THE EXECUTIVE AND PROVIDE, OR CAUSE TO BE
PROVIDED, THE EXECUTIVE WITH THE FOLLOWING:
(A)
A LUMP-SUM CASH AMOUNT EQUAL TO THE EXECUTIVE'S UNPAID BASE SALARY
(AS SUCH TERM IS DEFINED IN PARAGRAPH 2.7 HEREIN), ACCRUED VACATION PAY,
UNREIMBURSED BUSINESS EXPENSES, AND ALL OTHER ITEMS EARNED BY AND OWED TO THE
EXECUTIVE THROUGH AND INCLUDING THE DATE OF THE QUALIFYING TERMINATION.
SUCH
PAYMENT SHALL CONSTITUTE FULL SATISFACTION FOR THESE AMOUNTS OWED TO THE
EXECUTIVE.
(B)
A LUMP-SUM CASH AMOUNT EQUAL TO [
] ([
]) MULTIPLIED BY THE SUM
OF (I) THE GREATER OF THE EXECUTIVE'S ANNUAL RATE OF BASE SALARY IN EFFECT UPON
THE DATE OF THE
2
QUALIFYING TERMINATION, OR THE EXECUTIVE'S ANNUAL RATE OF BASE SALARY IN EFFECT
IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE CHANGE IN CONTROL; AND (II)
EXECUTIVE'S BONUS AMOUNT.
(C)
IMMEDIATE 100% VESTING OF ALL STOCK OPTIONS,