WITHIN TWELVE (12) MONTHS FOLLOWING A
CHANGE OF CONTROL, THE EMPLOYEE'S EMPLOYMENT IS TERMINATED (I) INVOLUNTARILY BY
THE COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY OR (II) BY THE EMPLOYEE
PURSUANT TO A VOLUNTARY TERMINATION FOR GOOD REASON, THEN, SUBJECT TO THE
EMPLOYEE ENTERING INTO A STANDARD FORM OF MUTUAL RELEASE OF CLAIMS WITH THE
COMPANY IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A (AS UPDATED AT
THE COMPANY'S DISCRETION OR TO REFLECT APPLICABLE LOCAL, STATE AND FEDERAL LAW),
THE COMPANY SHALL PROVIDE THE EMPLOYEE WITH THE FOLLOWING BENEFITS UPON SUCH
TERMINATION:
(I)
LUMP-SUM PAYMENT.
A LUMP-SUM CASH
PAYMENT IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE EMPLOYEE'S
ANNUAL COMPENSATION;
(II)
CONTINUED EMPLOYEE BENEFITS.
COMPANY-PAID
HEALTH, DENTAL, VISION, LONG-TERM DISABILITY, AND LIFE INSURANCE COVERAGE AT THE
SAME LEVEL OF COVERAGE AND COVERAGE TIER AS WAS PROVIDED TO THE EMPLOYEE AND/OR
THE EMPLOYEE'S DEPENDENTS IMMEDIATELY PRIOR TO THE TERMINATION OF HIS/HER
EMPLOYMENT AND AT THE SAME RATIO OF COMPANY PREMIUM PAYMENT TO EMPLOYEE PREMIUM
PAYMENT AS WAS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL (THE
"COMPANY-PAID COVERAGE").
COMPANY-PAID COVERAGE SHALL CONTINUE UNTIL THE
EARLIER OF (I) TWO (2) YEARS FROM THE DATE OF TERMINATION, OR (II) THE DATE UPON
WHICH THE EMPLOYEE AND/OR HIS/HER DEPENDENTS BECOME COVERED UNDER ANOTHER
EMPLOYER'S GROUP HEALTH, DENTAL, VISION, LONG-TERM DISABILITY, OR LIFE INSURANCE
PLANS THAT PROVIDE THE EMPLOYEE AND/OR HIS DEPENDENTS WITH COMPARABLE BENEFITS
AND LEVELS OF COVERAGE.
FOR PURPOSES OF TITLE X OF THE CONSOLIDATED BUDGET
RECONCILIATION ACT OF 1985 ("COBRA"), THE DATE OF THE "QUALIFYING EVENT" FOR THE
EMPLOYEE AND/OR HIS/HER DEPENDENTS SHALL BE THE DATE UPON WHICH THE COMPANY-PAID
COVERAGE COMMENCES, AND EACH MONTH OF COMPANY-PAID COVERAGE PROVIDED HEREUNDER
SHALL OFFSET A MONTH OF CONTINUATION COVERAGE OTHERWISE DUE UNDER COBRA;
(III)
PRO-RATED BONUS PAYMENT.
A LUMP-SUM CASH
PAYMENT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE EMPLOYEE'S TARGET BONUS AS IN
EFFECT FOR THE FISCAL YEAR IN WHICH THE CHANGE OF CONTROL OCCURS, PRO-RATED BY
MULTIPLYING SUCH TARGET BONUS AMOUNT BY A FRACTION, THE NUMERATOR OF WHICH SHALL
BE THE NUMBER OF CALENDAR DAYS PRIOR TO OCCURRENCE OF THE CHANGE OF CONTROL
DURING SUCH FISCAL YEAR, AND THE DENOMINATOR OF WHICH SHALL BE THREE-HUNDRED AND
SIXTY-FIVE (365);
(IV)
EQUITY COMPENSATION ACCELERATED VESTING.
ONE
HUNDRED PERCENT (100%) OF THE UNVESTED PORTION OF ANY STOCK OPTION, RESTRICTED
STOCK OR OTHER COMPANY EQUITY COMPENSATION HELD BY THE EMPLOYEE SHALL
AUTOMATICALLY BE ACCELERATED IN FULL SO AS TO BECOME COMPLETELY VESTED;
PROVIDED, HOWEVER, THAT IF THIS OCCURS DUE TO A QUALIFYING TERMINATION OF
EMPLOYMENT OCCURRING WITHIN THREE (3) MONTHS PRIOR TO A CHANGE OF CONTROL, SUCH
ACCELERATION SHALL BECOME EFFECTIVE UPON THE DATE OF THE CHANGE OF CONTROL; AND
(V)
EXTENSION OF STOCK OPTION AND STOCK
APPRECIATION RIGHT POST-TERMINATION EXERCISABILITY.
THE POST-TERMINATION
EXERCISE PERIOD OF ANY OUTSTANDING COMPANY STOCK
2
OPTIONS AND STOCK APPRECIATION RIGHTS HELD BY THE EMPLOYEE SHALL BE EXTENDED TO
THE LESSER OF (A) ONE (1) YEAR FROM THE EMPLOYEE'S TERMINATION DATE, OR (B) THE