Enom 2011 Annual Report Download - page 117

of another employer (the “Continuation Period”), continuation of (x) reimbursement under the Company’s Executive
Medical Reimbursement Plan (the “EMRP”) as currently in effect and (y) group healthcare coverage (including, without
limitation, medical, dental and vision coverage) for you and your legal dependents under COBRA, with the applicable
premiums paid by the Company during the Continuation Period directly to the medical insurance provider; provided, that
if (i) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Continuation
Period to be, exempt from the application of Internal Revenue Code Section 409A under Treasury Regulation Section
1.409A-1(a)(5), (ii) the Company cannot provide the benefit without violating applicable law (including, without
limitation, Section 2716 of the Public Health Service Act), or (iii) the Company is otherwise unable to continue to cover
you or your dependents under its group health plans, then, in any such case, an amount equal to each remaining premium
subsidy shall thereafter be paid to you as currently taxable compensation in substantially equal monthly installments over
the Continuation Period (or the remaining portion thereof). After the Continuation Period, any COBRA continuation (to
the extent permitted under applicable law) shall be at your sole expense and you shall no longer be entitled to
reimbursement under the Company’s EMRP. Executive shall notify the Company within fifteen (15) business days of
becoming eligible for health benefits under the plan of another employer as described above.
b. 2011 Annual Bonus. The Company shall, subject to standard payroll deductions and applicable tax
withholding requirements, pay Executive an amount equal to 100% of Executive’s target bonus for
calendar year 2011 which amount equals $125,000 (the “Bonus Payment ”).
c. RSU Vesting . The Company shall accelerate the vesting with respect to twenty-one thousand seven
hundred and fifty (21,750) unvested restricted stock units (“RSUs ”) held by Executive as of the
Separation Date, so that such RSUs are deemed to be fully-vested, and as a result thereof, the Company
shall also cause a corresponding number or shares underlying such RSUs to be issued to and in the name
of Executive and to be credited to Executive’s Limited Individual Investor Account maintained with Bank
of America Merrill Lynch net of any shares necessary to cover applicable tax withholding requirements.
d. Stock Option Exercisability. The Company acknowledges that, notwithstanding the terms set forth in any
stock option agreements Executive may have entered into with the Company, all outstanding stock
options that are vested as of the Separation Date shall remain exercisable until the earlier of January 26,
2013 or the latest stated expiration date contained in the applicable option agreement.
The payments described in this Section 4 are referred to collectively as the “Severance.” The parties hereto
acknowledge and agree that the Severance provided for under this Agreement is different from any severance to which
you may otherwise be entitled as described in your Employment Agreement, and that this Agreement supersedes and
replaces the severance provisions of such Employment Agreement. The Severance payments provided hereunder shall be
subject to standard payroll deductions and applicable tax withholding requirements. You acknowledge and agree that the
payments and benefits described herein represent the sole amounts to which you are entitled in connection with your
service to the Company and its affiliates through the Separation Date in any and all capacities and/or the termination
thereof.
5. Termination of Benefits. Except as expressly provided in Section 4 above (and subject to your rights under
COBRA following the Continuation Period), your Company group health insurance