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.
(5) The discussions held in early neutral evaluation programs are
confidential, and offers and admissions made during the process are communicated
on a
without prejudice
basis.
Offers to settle a case are generally put forward
on a «
without prejudice save as to costs»
basis meaning they are entirely
confidential save that the party making the offer reserves the right to notify the Judge of the offer when the issue of costs arises after judgment.