BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS DURING
THE YEAR THAT TRANSPIRED BEFORE THE DATE OF THE EMPLOYEE'S TERMINATION OF
EMPLOYMENT AND THE DENOMINATOR OF WHICH IS 365.
1.12.
"RELEASE" MEANS A RELEASE SUBSTANTIALLY IDENTICAL TO THE ONE ATTACHED
HERETO AS EXHIBIT A.
1.13.
"RESTRICTED PERIOD" MEANS (I) IN THE CASE OF A CESSATION OF EMPLOYMENT
DESCRIBED IN SECTION 3, THE PERIOD BEGINNING ON THE DATE HEREOF AND ENDING
EIGHTEEN MONTHS AFTER SUCH CESSATION, AND (II) IN THE CASE OF ANY OTHER
CESSATION OF EMPLOYMENT, THE PERIOD BEGINNING ON THE DATE HEREOF AND ENDING ON
THE FIRST ANNIVERSARY OF SUCH CESSATION.
1.14.
"RESTRICTIVE COVENANTS" MEANS THE COVENANTS SET FORTH IN SECTIONS 6.1,
6.2 AND 6.3 OF THIS AGREEMENT.
1.15.
"TARGET BONUS" MEANS, WITH RESPECT TO ANY YEAR, THE TARGET AMOUNT OF THE
ANNUAL BONUS PAYABLE TO THE EMPLOYEE WITH RESPECT TO THAT YEAR, WHETHER UNDER AN
EMPLOYMENT OR INCENTIVE AGREEMENT, UNDER ANY BONUS PLAN OR POLICY OF THE
COMPANY, OR OTHERWISE, AND WHETHER OR NOT ALL APPLICABLE PERFORMANCE GOALS HAVE
BEEN MET AND CONDITIONS TO THE PAYMENT OF SUCH BONUS HAVE BEEN SATISFIED.
2.
TERMINATION.
2.1.
IN GENERAL.
THE COMPANY MAY TERMINATE THE EMPLOYEE'S EMPLOYMENT AT ANY
TIME. THE EMPLOYEE MAY TERMINATE HIS OR HER EMPLOYMENT AT ANY TIME, PROVIDED
THAT BEFORE THE EMPLOYEE MAY VOLUNTARILY TERMINATE HIS OR HER EMPLOYMENT WITH
THE COMPANY, HE OR SHE MUST PROVIDE 30 DAYS PRIOR WRITTEN NOTICE (OR SUCH
SHORTER NOTICE AS IS ACCEPTABLE TO THE COMPANY) TO THE COMPANY.
UPON ANY
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON:
(A) THE EMPLOYEE (UNLESS OTHERWISE REQUESTED BY THE BOARD) CONCURRENTLY WILL
RESIGN ANY OFFICER OR DIRECTOR POSITIONS HE OR SHE HOLDS WITH THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES, AND (B) THE COMPANY WILL PAY TO THE EMPLOYEE ALL
ACCRUED BUT UNPAID COMPENSATION (INCLUDING WITHOUT LIMITATION SALARY AND BONUS)
THROUGH THE DATE OF TERMINATION, AND (C) EXCEPT AS EXPLICITLY PROVIDED IN
SECTIONS 2, 3 OR 4, OR OTHERWISE PURSUANT TO COBRA, ALL COMPENSATION AND
BENEFITS WILL CEASE AND THE COMPANY WILL HAVE NO FURTHER LIABILITY OR OBLIGATION
TO THE EMPLOYEE.
THE FOREGOING WILL NOT BE CONSTRUED TO LIMIT THE EMPLOYEE'S
RIGHT TO PAYMENT OR REIMBURSEMENT FOR CLAIMS INCURRED UNDER ANY INSURANCE
CONTRACT FUNDING AN
4
EMPLOYEE BENEFIT PLAN, POLICY OR ARRANGEMENT OF THE COMPANY IN ACCORDANCE WITH
THE TERMS OF SUCH INSURANCE CONTRACT.
2.2.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
IF THE EMPLOYEE'S
EMPLOYMENT BY THE COMPANY CEASES DUE TO A TERMINATION BY THE COMPANY WITHOUT
CAUSE OR A RESIGNATION BY THE EMPLOYEE FOR GOOD REASON, THEN, IN ADDITION TO THE
PAYMENTS AND BENEFITS PROVIDED FOR IN SECTION 2.1 ABOVE AND SUBJECT TO SECTION 5
BELOW, THE COMPANY WILL:
2.2.1.
PAY TO THE EMPLOYEE A LUMP SUM CASH PAYMENT EQUAL TO THE
PRO-RATA BONUS FOR THE CALENDAR YEAR IN WHICH THE TERMINATION OCCURS;
2.2.2.
PAY TO THE EMPLOYEE A LUMP SUM CASH PAYMENT EQUAL TO THE
SUM OF
(I) EMPLOYEE'S BASE SALARY, AS IN