as to what constitutes a Sale of the Company's Assets, the sale by
the Company of all of the securities of Peregrine Remedy, Inc. or the lease,
sale or disposition of the assets of Peregrine Remedy, Inc. (including the sale
or disposition of assets related to the business of Peregrine Remedy, Inc. but
held by the Company or another of the Company's subsidiaries) will not be a Sale
of the Company's Assets unless it is so deemed by the Board.
(G)
TERMINATION PURSUANT TO SECTIONS 7(D), (E) OR (F)
IF THIS
AGREEMENT IS TERMINATED PURSUANT TO SECTION 7(D) (WITHOUT CAUSE) OR,
SECTION 7(E) (GOOD REASON), OR BECAUSE OF TERMINATION OF EMPLOYMENT (INCLUDING
VOLUNTARY TERMINATION) WITHIN ONE YEAR FOLLOWING A CHANGE OF CONTROL FOR ANY
REASON OTHER THAN CAUSE, THE EMPLOYEE SHALL BE ENTITLED TO THE FOLLOWING:
(1)
ACCRUED OBLIGATIONS.
A LUMP SUM PAYMENT EQUAL TO THE SUM OF THE
UNPAID (I) BASE SALARY THROUGH THE TERMINATION DATE, (II) BONUSES, IF ANY, THEN
7
PAYABLE IN ACCORDANCE WITH SECTION 3(B), PROVIDED FURTHER THAT ANY BONUS OR
PORTION THEREOF WHICH WAS NOT PAYABLE THROUGH THE TERMINATION DATE SHALL
CONTINUE TO BE PAID IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3(B), AND
(III) ANY COMPENSATION PREVIOUSLY DEFERRED BY THE EMPLOYEE (TOGETHER WITH ANY
ACCRUED INTEREST OR EARNINGS THEREON) AND ANY ACCRUED VACATION PAY.
(2)
SEVERANCE PAYMENTS.
AN AMOUNT EQUAL TO THE PRODUCT OF
(I) TWENTY-FOUR (24) AND (II) THE QUOTIENT DETERMINED BY DIVIDING THE BASE
SALARY BY TWELVE (12).
THE AMOUNT DUE UNDER THIS SECTION SECTION 7(G)2 SHALL BE
PAID IN TWELVE (12) SUBSTANTIALLY EQUAL MONTHLY INSTALLMENTS COMMENCING WITH THE
FIRST DAY OF THE MONTH FOLLOWING THE TERMINATION DATE, UNLESS THE TERMINATION
ARISES OUT OF A CHANGE IN CONTROL, IN WHICH CASE THE AMOUNTS DUE HEREUNDER SHALL
BE PAID IN A LUMP SUM ON THE TERMINATION DATE.
(3)
WELFARE BENEFITS.
CONTINUATION OF THE WELFARE BENEFITS FOR A
PERIOD OF 18 MONTHS FOLLOWING THE TERMINATION DATE ON TERMS EQUAL TO THOSE WHICH
WOULD HAVE BEEN PROVIDED TO THE EMPLOYEE (OR HIS FAMILY) IN ACCORDANCE WITH THE
WELFARE BENEFITS IF THE EMPLOYEE'S EMPLOYMENT HAD NOT BEEN TERMINATED; PROVIDED,
HOWEVER, THAT IF THE EMPLOYEE BECOMES REEMPLOYED WITH ANOTHER EMPLOYER AND IS
ELIGIBLE TO RECEIVE MEDICAL OR OTHER WELFARE BENEFITS UNDER ANOTHER
EMPLOYER-PROVIDED PLAN, THE MEDICAL AND OTHER WELFARE BENEFITS DESCRIBED HEREIN
SHALL BE SECONDARY TO THOSE PROVIDED UNDER SUCH OTHER PLAN DURING SUCH
APPLICABLE PERIOD OF ELIGIBILITY, AND FOR PURPOSES OF DETERMINING ELIGIBILITY
(BUT NOT THE TIME OF COMMENCEMENT OF BENEFITS) OF THE EMPLOYEE FOR RETIREE
BENEFITS PURSUANT TO SUCH PLANS, PRACTICES, PROGRAMS AND POLICIES, THE EMPLOYEE
SHALL BE CONSIDERED TO HAVE REMAINED EMPLOYED UNTIL THE EXPIRATION OF THE
EMPLOYMENT PERIOD AND TO HAVE RETIRED ON THE LAST DAY OF SUCH PERIOD.
(H)
OUTSTANDING SHARE OPTIONS: RIGHTS
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE STOCK OPTION AGREEMENT, IF THIS AGREEMENT IS TERMINATED PURSUANT
TO THIS SECTION 7(D) (WITHOUT CAUSE), 7(E) (GOOD REASON), OR BECAUSE OF
TERMINATION OF EMPLOYMENT (INCLUDING VOLUNTARY TERMINATION) WITHIN ONE YEAR
FOLLOWING