THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR SUCH CAUSE OR GOOD REASON, AND (III) SPECIFY THE DATE OF TERMINATION
(AS DEFINED BELOW). THE EFFECTIVE DATE OF AN EMPLOYMENT TERMINATION (THE "DATE
OF TERMINATION") SHALL BE THE CLOSE OF BUSINESS ON THE DATE SPECIFIED IN THE
NOTICE OF TERMINATION (WHICH DATE, OTHER THAN IN THE CASE OF A TERMINATION DUE
TO THE EMPLOYEE'S DEATH, OR A TERMINATION BY THE COMPANY FOR CAUSE (WHICH NOTICE
SHALL BE GOVERNED BY SECTION 4.3)), MAY NOT BE LESS THAN 15 DAYS OR MORE THAN
120 DAYS AFTER THE DATE OF DELIVERY OF SUCH NOTICE OF TERMINATION). IN THE EVENT
THE COMPANY FAILS TO SATISFY THE REQUIREMENTS OF THIS SECTION 6.1 (C) REGARDING
A NOTICE OF TERMINATION, THE PURPORTED TERMINATION OF THE EMPLOYEE'S EMPLOYMENT
PURSUANT TO SUCH NOTICE OF TERMINATION SHALL NOT BE EFFECTIVE FOR PURPOSES OF
THIS AGREEMENT.
6.2
BENEFITS TO EMPLOYEE UPON A CHANGE OF CONTROL TERMINATION.
In the event of a Change of Control Termination, the Employee shall be entitled
to all accrued and unpaid base salary and any accrued but unused vacation
through the date of termination the Employee shall be eligible to receive the
following separation benefits:
(A)
AN AMOUNT EQUAL TO THE SUM OF (I) TWELVE (12) MONTHS OF THE
EMPLOYEE'S BASE SALARY AS OF THE DATE OF TERMINATION (WHICH AMOUNT SHALL BE
PAYABLE IN ONE LUMP SUM ON THE NEXT PAYROLL DATE FOLLOWING THE 30TH DAY AFTER
THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT IF THE CHANGE IN CONTROL DATE
PRECEDES THE CHANGE IN CONTROL, THEN SUCH AMOUNT SHALL BE PAYABLE IN ACCORDANCE
WITH SECTION 5.1(A)(I) HEREOF), AND (II) THE GREATER OF (X) THE ANNUAL
DISCRETIONARY TARGET BONUS ESTABLISHED BY THE BOARD (OR ANY OTHER PERSON OR
PERSONS HAVING AUTHORITY WITH RESPECT THERETO) FOR THE EMPLOYEE FOR THE FISCAL
YEAR IN WHICH THE DATE OF TERMINATION OCCURS OR (Y) THE ANNUAL BONUS PAID TO THE
EMPLOYEE FOR THE MOST RECENTLY COMPLETED FISCAL YEAR (WHICH AMOUNT SHALL BE
PAYABLE IN ONE LUMP SUM ON THE NEXT PAYROLL DATE FOLLOWING THE 30TH DAY AFTER
THE DATE OF TERMINATION);
(B)
THE COMPANY SHALL, IF THE EMPLOYEE IS ELIGIBLE FOR AND ELECTS TO
CONTINUE HIS/HER MEDICAL AND/OR DENTAL HEALTH INSURANCE COVERAGE PURSUANT TO
COBRA, CONTINUE TO CONTRIBUTE DURING THE CONTRIBUTION PERIOD DEFINED ABOVE
TOWARD THE COST OF THE EMPLOYEE'S COBRA PREMIUMS THE SAME AMOUNT THAT IT PAYS ON
BEHALF OF ACTIVE AND SIMILARLY SITUATED EMPLOYEES RECEIVING THE SAME TYPE OF
COVERAGE. THE REMAINING BALANCE OF ANY PREMIUM COSTS, AND ALL PREMIUM COSTS
AFTER THE CONTRIBUTION PERIOD, SHALL BE PAID BY THE EMPLOYEE ON A MONTHLY BASIS.
AFTER THE CONTRIBUTION PERIOD, THE EMPLOYEE MAY CONTINUE RECEIVING COVERAGE
UNDER COBRA AT HIS/HER OWN COST IF AND TO THE EXTENT THAT HE/SHE REMAINS
ELIGIBLE FOR COBRA CONTINUATION. THE
7
EMPLOYEE AGREES THAT HE/SHE SHALL NOTIFY THE COMPANY IN WRITING IMMEDIATELY
FOLLOWING THE DATE ON WHICH HE/SHE BECOMES ELIGIBLE FOR GROUP MEDICAL AND/OR
DENTAL INSURANCE COVERAGE THROUGH ANOTHER EMPLOYER; AND
(C)
DURING THE