This excerpt taken from the GPRO DEF 14A filed Mar 31, 2009.
Employment Agreements with Other Named Executive Officers
The Company also has entered into employment agreements with its other NEOs. Pursuant to these agreements, if the NEO is terminated for reasons other than cause, or if the NEO terminates his employment for good reason (each as defined in the agreement), the NEO will receive (a) severance in the form of continued compensation, at the NEOs salary rate paid at the time of the termination plus employer-funded costs of life insurance premiums, if any, for a period of 12 months, (b) COBRA benefits for himself and the NEOs eligible dependents until the earlier of one year following the termination date or the first date that the NEO is covered under another employers health benefit program providing substantially the same or better benefits, and (c) outplacement services for six months.
If the NEOs termination is due to a change in control (as defined in the agreement), the NEO will receive severance in the form of a lump sum payment, payable on the later of five days after the change in control or 60 days after the date of the NEOs termination of employment, in an amount equal to (a) six months base salary if the termination occurs within six months prior to a change in control, in addition to the 12-month salary continuation benefit described in the preceding paragraph, or (b) 18 months base salary if the termination occurs within 18 months after a change in control, in lieu of the 12-month salary continuation benefit described in the preceding paragraph. In addition, if the NEOs termination is due to a change in control, the NEO will be entitled to an amount equal to 1.5 times the greater of the NEOs targeted bonus level in the year of the termination or the NEOs highest discretionary bonus in the preceding three years. A termination is considered due to a change in control if the termination occurs within the period six months before or 18 months after a change in control.
As used in these agreements, good reason means any of the following events that are not consented to by the executive: (i) a substantial and material diminution in the executives duties and responsibilities; (ii) the location of the executives assignment on behalf of the Company is moved to a location more than 30 miles from its present location; (iii) a reduction of more than 10% in the executives base salary; (iv) the failure of the Company to obtain a satisfactory agreement from any other successor to the Company to assume and agree to perform the agreement; or (v) a material breach by the Company of its obligations under the agreement after notice in writing from the executive and a reasonable opportunity for the Company to cure or substantially mitigate any material adverse effect of such breach. In addition, cause means any of the following events: (i) any act of gross or willful misconduct, fraud, misappropriation, dishonesty, embezzlement or similar conduct on the part of the executive; (ii) the executives conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal); (iii) the executives misuse or abuse of alcohol, drugs or controlled substances and failure to seek and comply with appropriate treatment; (iv) willful and continued failure by the executive to substantially perform his duties under the agreement (other than any failure resulting from disability or from termination by the executive for good reason) as determined by a majority of the Board of Directors after written demand from the Board for substantial performance is delivered to the executive, and the executive fails to resume substantial performance of his duties on a continuous basis within 30 days of such notice; (vi) the death of the executive; or (vii) the executive becoming disabled such that the executive is not able to perform his usual duties for the Company for a period in excess of six consecutive calendar months.