AS OF THE DATE OF TERMINATION BUT NOT
YET PAID AND (2) EXECUTIVE'S ACCRUED BONUSES AND ACCRUED VACATION EARNED THROUGH
THE DATE OF TERMINATION. IN ADDITION, THE COMPANY SHALL PAY TO EXECUTIVE IN CASH
WITHIN FIVE (5) BUSINESS DAYS OF THE DATE OF TERMINATION, REIMBURSEMENT FOR ANY
UNPAID, VALID BUSINESS EXPENSES THAT ARE APPROVABLE IN ACCORDANCE WITH COMPANY
POLICY.
(II)
SEVERANCE PAY. THE COMPANY SHALL PAY TO EXECUTIVE IN A SINGLE LUMP SUM,
WITHIN SIXTY (60) CALENDAR DAYS OF THE DATE OF TERMINATION, AN AMOUNT EQUAL TO
ONE TIMES THE AVERAGE OF THE LAST FIVE YEARS OF EACH OF BASE SALARY AND TARGET
SHORT TERM INCENTIVE PAYMENTS. IN THE EVENT A CHANGE OF CONTROL OCCURS PRIOR TO
THE DATE ON WHICH EXECUTIVE HAS WORKED FOR THE COMPANY AND/OR ITS AFFILIATES FOR
FIVE YEARS OF SERVICE, THE AMOUNT PAID WILL BE BASED ON THE AVERAGE OF THE
AGGREGATE BASE SALARY AND SHORT TERM INCENTIVE PAYMENTS FOR THE YEARS ACTUALLY
WORKED.
(III)
COBRA PREMIUMS. THE COMPANY SHALL PAY 100% OF THE PREMIUM TOWARD COBRA
COVERAGE FOR EXECUTIVE, EXECUTIVE'S SPOUSE AND HIS QUALIFYING DEPENDENTS, FOR A
PERIOD OF EIGHTEEN (18) MONTHS FOLLOWING THE DATE OF TERMINATION.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SUBSECTION, IF EXECUTIVE
BECOMES EMPLOYED BY ANOTHER EMPLOYER AND IS ELIGIBLE FOR MEDICAL, DENTAL OR LIFE
INSURANCE COVERAGE THAT IS SUBSTANTIALLY EQUIVALENT (AS TO EXTENT OF COVERAGE
AND AS TO EMPLOYEE COST) TO THE COVERAGE OF THE SAME TYPE THAT HE OR SHE WERE
ENTITLED TO RECEIVE UNDER THIS SUBSECTION, THE EMPLOYER'S OBLIGATION TO
EXECUTIVE AND HIS OR HER DEPENDENTS UNDER THIS SUBSECTION SHALL CEASE WITH
RESPECT TO THAT TYPE OF COVERAGE. IN ADDITION, IN THE EVENT THAT THE COMPANY IS
UNABLE TO PROVIDE COBRA TO EXECUTIVE AS PROVIDED HEREIN, COMPANY WILL PAY TO
EXECUTIVE AN EQUIVALENT AMOUNT IN REIMBURSEMENT FOR MEDICAL INSURANCE (OF
EQUIVALENT BENEFITS AND COST) PREMIUMS PAID BY EXECUTIVE.
5
(IV)
STOCK-BASED AWARDS.
(1)
TO THE EXTENT NOT ALREADY VESTED AND EXERCISABLE, EACH AFFECTED AWARD
SHALL BECOME FULLY VESTED AND EXERCISABLE UPON THE OCCURRENCE OF THE CHANGE IN
CONTROL QUALIFYING TERMINATION. IN THE EVENT EXECUTIVE HOLDS AN AFFECTED AWARD
REQUIRING EXERCISE, THE COMPANY SHALL GIVE EXECUTIVE ADEQUATE NOTICE AND
OPPORTUNITY TO EXERCISE THE AFFECTED AWARD. NOTWITHSTANDING THE FOREGOING, TO
THE EXTENT PERMITTED BY THE EQUITY PLAN UNDER WITH THE STOCK-BASED AWARD WAS
GRANTED, NOTHING IN THIS AGREEMENT SHALL PRECLUDE THE COMPANY FROM ACCELERATING
THE VESTING AND EXERCISABILITY OF AN AFFECTED AWARD TO AN EARLIER PERIOD, AND
TERMINATING UNEXERCISED AWARDS AS PROVIDED UNDER THE EQUITY PLAN.
(2)
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 4 TO THE CONTRARY, IF
A STOCK-BASED AWARD HELD BY EXECUTIVE IS NOT ASSUMED OR REPLACED, OR TO BE
ASSUMED OR REPLACED, UPON A CHANGE IN CONTROL, EACH STOCK-BASED AWARD HELD BY
SUCH EXECUTIVE, WHETHER OR NOT HE OR SHE HAS EXPERIENCED A QUALIFYING
TERMINATION, SHALL BECOME FULLY VESTED AND EXERCISABLE, EFFECTIVE IMMEDIATELY
PRIOR TO THE CHANGE IN CONTROL.
(V) ADDITIONAL DISCRETIONARY PAYMENTS. THE COMPANY MAY MAKE AN ADDITIONAL CASH
OR STOCK SETTLEMENT AT THE