Nautilus 2010 Annual Report Download - page 89

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receiving Notice of Termination, the Employee must continue to perform all duties and responsibilities, unless such
duties are removed. If the Company exercises its option to relieve Employee of duties after the Company has provided
Notice of Termination, then the Company shall continue to provide Employee with the basic benefits generally
applicable to the Company's employees and base salary during the Notice Period. If Employee exercises his/her right to
terminate their employment without Good Reason, the Employee agrees to provide the Company with 21 days' prior
written notice of the termination of employment (Notice of Termination). After receiving such Notice from the
Employee, the Company retains the right to accept Employee's resignation, and hence, terminate the employment
relationship without the need for further payments, at an earlier date than provided in the Employee's Notice of
Termination.
ii)
Severance Upon Termination .
(i)
Upon termination of Employee's employment under this Agreement by the Company without Cause or by
Employee for Good Reason (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for
periods subsequent to the Date of Termination, the Company shall pay to the Employee severance equal to 6 months
base salary at the rate then in effect at the time of Notice of Termination. Such severance payment shall be made
according to the Company's normal payroll process spread out equally over the severance period. Company will also
continue, at its cost, the current medical and dental coverage elected by the Employee as of the date of termination for
the duration the severance period. Employee will be required to sign up and elect COBRA benefits in order to be eligible
for continued coverage under this Agreement. Violation of this Agreement or the Business Protection Agreement and/or
failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation
under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section 2 shall be read in
conjunction with Section 1 (d), and entitles the employee to a maximum of 6 months salary, benefits, or notice under this
Agreement. Hence, if an employee is relieved of duties and receives payments or continued benefits during the Notice
Period, then such pay shall count as severance for the purposes of determining the amount to be paid under 2 (a) and
shall count against the total period of continued benefits.
(ii)
If the Company terminates the Employee's employment during the term of this Agreement for Cause or if
the Employee terminates his employment other than for Good Reason, then the Company shall have no further payment
obligations to Employee.
(iii)
Except as it relates to the receipt of severance and continued benefits (which shall be solely granted under
the terms of this Agreement), this Agreement shall not affect any other payments due to Employee under applicable law
as a result of the termination of his employment (such as payment of earned wages).
(d) The severance amounts in Section 2 (a) will immediately cease in the event that Employee becomes
employed at any time during the severance period at a monthly base salary rate equal to or greater than the monthly base
salary rate paid by the Company as of the date of termination. In the event the Employee is employed during that
severance period at a monthly base salary rate less than the monthly base salary rate previously paid by the Company,
Employee will be provided a maximum severance benefit in the amount of the difference between the 6 months average
monthly annual base salary paid by the Company and the 6 months average monthly annual base salary paid, or to be
paid, by the subsequent Employer over the severance period. In either event continued health care benefits will cease if
Employee accepts employment during the severance period following termination with Company. Following termination
by the Company and during the severance period, Employee will exercise