VENTURE, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED
ORGANIZATION, ASSOCIATION, CORPORATION, INSTITUTION, PUBLIC BENEFIT CORPORATION,
ENTITY OR GOVERNMENT INSTRUMENTALITY, DIVISION, AGENCY, BODY OR DEPARTMENT.
1.27.
"PLANS" MEANS PLANS, PROGRAMS, POLICIES, PRACTICES
OR PROCEDURES OF THE COMPANY.
1.28.
"POST-CHANGE EMPLOYMENT PERIOD" MEANS THE PERIOD
COMMENCING ON 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
5
EXECUTIVE'S BASE SALARY OR BONUS OPPORTUNITY THAT WOULD QUALIFY AS GOOD REASON
SHALL BE DISREGARDED FOR PURPOSES OF THIS DEFINITION.
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