Lexmark 2012 Annual Report Download - page 181

other party hereto, which Notice of Termination shall specify the basis for such Cause or Good Reason, as the case may be, in reasonable detail. The
failure by the Company or Executive to set forth in the Notice of Termination any fact or circumstances that contributes to showing of Cause or Good
Reason, as the case may be, shall not waive any right of such party hereunder or preclude such party from asserting such fact or circumstances in
enforcing such party’s rights hereunder.
3. Obligations of the Company Upon Termination During the Post-Effective Period
(a) Terminations Other Than for Cause. If, during the Post-Effective Period, the Company shall terminate Executive’s employment other than for Cause
or Executive shall terminate employment for Good Reason, and a Separation from Service occurs, the Company shall pay to Executive (or Executive’s
heirs) cash severance in an amount equal to the sum of: (i) two and one-half times the sum of (1) the annual base salary and (2) an amount equal to
100% of the Executive’s year end bonus and performance bonus (as defined in the Perceptive Software, Inc. Amended and Restated Executive Bonus
Plan), calculated as though the Company attains its financial targets (without regard to personal attainment), which payment shall be made in a lump
sum payment within thirty (30) days after the Date of Termination, provided that, the payment at such time can be characterized as a “short-term
deferral” for purposes of Code Section 409A, or if any portion of the payment cannot be so characterized, and Executive is a “specified employee” under
Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of Executive’s death or the date that is six months and one day
following Executive’s Date of Termination; (ii) each equity award issued to Executive by Lexmark to purchase or receive shares of Lexmark Common
Stock and held by Executive on the Date of Termination shall become immediately vested as to 100% of the then unvested shares underlying each such
award and (iii) all amounts or benefits to which Executive is entitled for the period prior to the Date of Termination for accrued and unpaid salary,
incentive bonus and other accrued and unpaid compensation under any Company Plans through the Date of Termination, to the extent theretofore
unpaid, which amounts shall be paid to Executive after the Date of Termination in accordance with the Company’s normal payroll practices. In
addition, Executive and Executive’s covered dependents shall be eligible to continue their health care benefit coverage as permitted by COBRA (Code
Section 4980B) at the same cost to Executive as in effect immediately prior to such termination for the twelve (12) month period following such
termination. Executive shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance
of the period that Executive is entitled to coverage under COBRA.
(b) Termination for Cause. If, during the Post-Effective Period, the Company terminates Executive’s employment for Cause, this Agreement shall
terminate without further obligation of the Company to Executive other than: (i) the obligation to pay to Executive his accrued and unpaid base salary
through the Date of Termination, any accrued and unpaid incentive bonus and other accrued and unpaid compensation, payments and benefits through
the Date of Termination and any accrued and unpaid vacation pay through the Date of Termination, to the extent theretofore unpaid, which amounts
shall be
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