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This excerpt taken from the SIRI 8-K filed Jun 7, 2007. plus (y)
the greater of (A) a bonus equal to 60% of Base Salary, or (B) the prior year’s
annual bonus actually paid to the Executive by the Company;
(ii) the continuation of medical and dental insurance benefits, on the same terms as provided by the Company for active employees, under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for eighteen months (twelve months in the case of a Scheduled Retirement) following the Termination Date; and (iii) a monthly amount equal to the actual monthly costs to the Executive to obtain life insurance benefits substantially similar to those benefits provided to the Executive for a period of one year following such Termination Date; provided that (1) the amount of such monthly payments shall not exceed twice the amount that the Company would have paid to provide such life insurance benefit to the Executive if he were an active employee, and (2) such payments shall cease if the Executive obtains a life insurance benefit from another employer during the remainder of such one-year period. The Company’s obligations under this Section 6(f) shall be conditioned upon the Executive executing and delivering an agreement and waiver and release of claims against the Company in the form attached as Exhibit A. Subject to Section 6(h), any amount becoming payable under Section 6(f)(i) shall be paid in immediately available funds on the tenth business day following the Termination Date; provided that the Executive has not revoked such agreement and waiver and release of claims in accordance with the terms thereof prior to such payment date. (g) Notwithstanding Section 6(f), if the employment of the Executive is terminated without Cause or the Executive terminates his employment for Good Reason, in each case during the 12 month period following the consummation of the Merger, then in lieu of (and not in addition to) the amounts set forth in Section 6(f), the Executive shall be entitled to receive, and the Company shall pay to the Executive, the amounts set forth in this Section 6(g). Alternatively, if the Executive voluntarily resigns his employment following the Merger in accordance with Section 6(c)(iii), then the Executive shall be entitled to receive, and the Company shall pay to the Executive, the amounts set forth in this Section 6(g), as follows: (i) without setoff, counterclaim or other withholding, except as set forth in Section 4(c), a lump sum cash amount (in addition to any salary, benefits or other sums due the Executive through the Termination Date) equal to the product of (x) two times (y) the sum of (A) his annual Base Salary at the rate in effect on the Termination Date |
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