If we terminate Mr. Drexler's employment without cause or he terminates his employment with good reason, Mr. Drexler will be entitled to receive (i) a payment
of his earned but unpaid annual base salary through the termination date, any
accrued vacation pay and any un-reimbursed expenses, and (ii) subject to Mr. Drexler's execution
of a valid general release and waiver
of claims against us, as well as his compliance with the non-competition, non-solicitation and confidential information restrictions described below, (a) a payment equal to his annual base salary and target cash incentive award, one - half
of such payment to be paid
on the first business
day that is six (6)
months and one (1)
day following the termination date and the remaining one - half
of such payment to be paid in six equal monthly installments commencing
on the first business
day of the seventh calendar
month following the termination date, (b) a payment equal to the product
of (x) the last annual cash incentive award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator
of which is the number
of days of service completed by Mr. Drexler in the year
of termination and the denominator
of which is 365, such amount to be paid
on the first business
day that is six (6)
months and one (1)
day following the termination date, and (c) the immediate vesting
of such portion
of unvested restricted shares and stock options as provided and pursuant to the terms
of the relevant grant agreements under our 2003 Equity Incentive Plan.