EXHIBIT 10.06
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
MATERIAL TERMS
TYPE OF PROGRAM - Change in Control agreement for executives.
Agreement has initial term through 1/31/08,
subject to annual renewals.
ELIGIBLE EMPLOYEES - 8 members of senior management
PROTECTION PERIOD - 24-months following a Change in Control and
prior to, if in connection with, a Change in
Control
SEVERANCE BENEFITS -
IF CHANGE IN CONTROL OCCURS,- Employee is terminated by the Company (other
AND than for disability or cause) or Employee
terminates employment for good reason, Employee
shall receive:
1) pro-rata target bonus for the year in
which termination occurs
2) 2.99x annual salary (at higher of level
upon termination event or immediately
prior to Change in Control)
3) 2.99x higher of target bonus or three-
year average annual bonus
4) 3 years medical benefits
5) 3 additional years of service for SERP
6) outplacement services (up to $20,000)
EQUITY VESTING - In the event of a Change in Control, any
applicable performance-based vesting goals with
respect to stock-based awards granted to the
Employee shall be deemed 100% met and all stock
-based awards shall vest in full, in each case
immediately prior to the occurrence of such
Change in Control.
ADDITIONAL PROVISIONS - A. Employee will not be subject to any non-
compete.
B. Employee is entitled to a gross-up for
excise tax on excess parachute payments,
subject to a 10% "cut-back" (i.e., change in
control payments will be reduced below the
280G safe harbor if the total parachute
value of CIC payments are less than 10% in
excess of the 280G safe harbor).
C. Employee has no duty to seek or gain new
employment after termination, and no
mitigation (other than for health and
welfare benefits from new employer) will
apply.
D. Upon a Change in Control,Company is
obligated to xxxx-
xxxxx Employee for any legal fees incurred
in connection with contesting Employee's
rights under the agreement, subject to
reimbursement in the case of a bad faith
claim.
E. Rights under relocation policy are
irrevocable upon a Change in Control.
F. The Company and Universal Computer System
Holding, Inc. ("UCS") have acknowledged in
writing that consummation of the merger
between the Company and UCS will constitute
good reason with respect to Xx. Xxxxxxx
(Chief Financial Officer) and that the
occurrence of the six month anniversary of
consummation of the merger will constitute
good reason for Xx. Xxxxxxx (General
Counsel).
