market price of company shares (CENTA) at the close of the market on the grant
date. The amount of an equity grant is not guaranteed and will be based upon both
your individual and Central's performance, as determined by the Board in its sole
discretion. Equity grants are typically awarded annually in February.
Your existing health and welfare and retirement benefits will remain unchanged.
3.STOCK OWNERSHIP REQUIREMENT. During your employment as CEO, you agree
to own capital stock of Central with a value of not less than four (4) times your annual
base salary. You will not be required to purchase additional stock to achieve this
ownership requirement; provided, however, that you will be required to hold 50% of
the net after-tax shares received from the vesting of equity awards and the exercise
of stock options until the minimum stock ownership guidelines are attained. For
purposes of this paragraph, “ownership” means: (a) shares you own outright; (b)
shares you hold in a 401(k) plan; (c) shares you beneficially own (e.g., in a family
trust); (d) unvested restricted stock/units you hold subject only to vesting criteria;
(e) deferred shares; and (f) 20% of the exercisable “in-the-money” value of stock
options.
4.SECTION 409A. For purposes of Internal Revenue Code Section 409A, the
regulations and other guidance thereunder and any state law of similar effect
(collectively “Section 409A”), each payment that is paid pursuant to this letter is
hereby designated as a separate payment. The parties intend that all payments
made or to be made under this letter comply with, or are exempt from, the
requirements of Section 409A so that none of the payments will be subject to the
adverse tax penalties imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply or be so exempt. Notwithstanding the foregoing, if any
payments in connection with your separation from service do not qualify for any
reason to be exempt from Section 409A and you are, at the time of your separation
from service, a “specified employee,” as defined in Treasury Regulation Section
1.409A-1(i) (i.e., you are a “key employee” of a publicly traded company), each such
payment will not be made until the first regularly scheduled payroll date of the 7th
month after your separation from service and, on such date (or, if earlier, the date of
your death), you will receive all payments that would have been paid during such
period in a single lump sum.
5.EMPLOYMENT STATUS. Your employment with Central remains “at will” in that it
can be terminated with or without cause, and with or without notice, at any time at
the option of either Central or yourself, except as otherwise detailed below. The terms
of this offer letter, therefore, do not and are not intended to alter the at-will nature of
the relationship.
6.TERMINATION IN THE EVENT OF INCAPACITY OR DEATH. If you become
physically or mentally disabled or incapacitated such that it is the reasonable, good
faith opinion of Central that you are unable to perform the services required as CEO
with or without reasonable accommodation, then after four (4) months of continuous
physical or mental disability, your employment will be terminated. During the four (4)
month period, you will be entitled to the continuation of your compensation; however,
such continued payments by Central shall be integrated with any disability, workers’
compensation, or other insurance payments received, such that the total amount does
