CLARIENT'S BOARD OF DIRECTORS OR
COMPENSATION COMMITTEE AND, IF MADE, WILL BE MADE IN A MANNER COMMENSURATE WITH
EQUITY GRANTS MADE TO OTHER SENIOR EXECUTIVES OF CLARIENT, THE TERMS AND
CONDITIONS OF WHICH SHALL BE AS DETERMINED UNDER CLARIENT'S 2007 INCENTIVE AWARD
PLAN AND BY CLARIENT'S BOARD OF DIRECTORS OR COMPENSATION COMMITTEE.
5.
FRINGE BENEFITS.
(A)
EXECUTIVE WILL BE PAID A CAR ALLOWANCE AT THE RATE OF $600 PER
MONTH, PAID ON A MONTHLY BASIS.
WITHOUT LIMITING CLARIENT'S OBLIGATION PURSUANT
TO THE PRECEDING SENTENCE, IN NO EVENT SHALL THE MONTHLY ALLOWANCE BE MADE LATER
THAN DECEMBER 31 OF THE YEAR FOLLOWING THE YEAR IN WHICH THE EXPENSE WAS
INCURRED.
THE ALLOWANCE PAID TO EXECUTIVE IN ONE YEAR SHALL NOT AFFECT THE
ALLOWANCE PAID TO EXECUTIVE IN ANY SUBSEQUENT YEAR AND SHALL NOT BE SUBJECT TO
LIQUIDATION IN FAVOR OF ANY OTHER BENEFIT.
2
(B)
EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE, SUBJECT TO PLAN
ELIGIBILITY REQUIREMENTS, IN CLARIENT'S GROUP LIFE AND ACCIDENTAL DEATH AND
DISMEMBERMENT INSURANCE IN AN AMOUNT EQUAL TO ONE TIMES EXECUTIVE'S AGGREGATE
ANNUAL BASE SALARY NOT TO EXCEED $600,000 (ASSUMING THAT EXECUTIVE MEETS NORMAL
INSURABILITY REQUIREMENTS).
IF INSURABILITY REQUIREMENTS CANNOT BE MET, THE
MAXIMUM AMOUNT OF GROUP LIFE INSURANCE BENEFIT IS $225,000.
EXECUTIVE WILL BE
OFFERED THE OPPORTUNITY TO PURCHASE VOLUNTARY LIFE INSURANCE FOR HIMSELF AND HIS
SPOUSE AND CHILDREN, IF APPLICABLE, AND OTHERWISE BE ELIGIBLE TO PARTICIPATE IN
ALL OTHER BENEFITS PROGRAMS OFFERED GENERALLY BY CLARIENT TO ITS OTHER SENIOR
EXECUTIVES, INCLUDING MEDICAL, DENTAL AND VISION INSURANCE, SHORT AND LONG TERM
DISABILITY INSURANCE, 401(K) PLAN, FLEXIBLE SPENDING ACCOUNT (SECTION 125) PLAN
AND EMPLOYEE ASSISTANCE PROGRAM, SUBJECT TO SUCH PLANS' ELIGIBILITY
REQUIREMENTS.
(C)
EXECUTIVE WILL ALSO BE ENTITLED TO TWENTY-TWO (22) DAYS OF
VACATION PER ANNUM WHICH WILL ACCRUE AT THE RATE OF 6.77 HOURS PER PAY PERIOD.
EXECUTIVE MAY NOT ACCRUE MORE THAN FORTY (40) HOURS ABOVE HIS ELIGIBLE VACATION
ALLOWANCE PER YEAR.
ALL VACATION ACCRUED WILL CARRY OVER YEAR TO YEAR; HOWEVER,
THE POINT AT WHICH THE TOTAL NUMBER OF VACATION HOURS ACCRUED EXCEEDS THE
MAXIMUM ALLOWABLE, NO ADDITIONAL ACCRUALS WILL BE EARNED UNTIL THE AMOUNT IS
REDUCED BELOW THE MAXIMUM.
(D)
EXECUTIVE SHALL BE COVERED BY CLARIENT'S DIRECTORS AND OFFICERS
LIABILITY INSURANCE POLICIES AND INDEMNIFICATION POLICIES ON THE SAME TERMS AND
CONDITIONS AS APPLY TO CLARIENT'S OTHER SENIOR EXECUTIVES.
THIS PROVISION SHALL
SURVIVE TERMINATION OF THIS AGREEMENT AND SHALL NOT BE COVERED BY THE RELEASE
CONTEMPLATED BY SECTION 6(D).
6.
SEVERANCE PAYMENTS.
SUBJECT TO THE PROVISIONS OF SUBSECTION
(D) AND SECTION 11 BELOW AND THE OTHER TERMS AND CONDITIONS OF THIS LETTER
AGREEMENT, IN THE EVENT EXECUTIVE HAS INCURRED A SEPARATION FROM SERVICE (WITHIN
THE MEANING OF SECTION 409A(A)(2)(A)(I) OF THE CODE, AND TREASURY REGULATION
SECTION 1.409A-1(H)) ("SEPARATION FROM SERVICE") FROM CLARIENT BY REASON OF A
TERMINATION OF EXECUTIVE'S EMPLOYMENT:
(A) BY CLARIENT WITHOUT "CAUSE," (B) BY
EXECUTIVE FOR "GOOD REASON" WITHIN TWELVE MONTHS AFTER A CHANGE OF CONTROL, OR
(C) BY EXECUTIVE AS A RESULT OF EXECUTIVE'S DEATH OR DISABILITY (ANY OF THE