Tanning Technology Corporation Change in Control Plan Notice of Participation with Katherine Scherping

Summary

This agreement is between Tanning Technology Corporation and Katherine Scherping. It outlines the benefits Katherine will receive if her employment is terminated under certain conditions specified in the company's Change in Control Plan. If terminated as described in the plan, she will receive a severance payment equal to 75% of her annual compensation and up to nine months of company-paid COBRA medical insurance premiums. The agreement is governed by the terms of the Change in Control Plan adopted by Tanning's Board of Directors.

EX-10.4 6 a2109932zex-10_4.htm EX 10.4
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EXHIBIT 10.4

TANNING TECHNOLOGY CORPORATION CHANGE IN CONTROL PLAN
NOTICE OF PARTICIPATION

This Notice of Participation Agreement ("Notice of Participation") is entered into this 21st day of March 2003 by and between Tanning Technology Corporation, a Delaware Corporation ("Tanning") and Katherine Scherping ("Participant"). The Notice of Participation is subject to and governed by the terms and conditions set forth in the Change in Control Plan ("Plan") adopted by the Tanning Board of Directors on March 18, 2003.

COMPENSATION UPON TERMINATION

Upon a termination of your employment as set forth in Article IV, Section 1, of the Plan, you shall be entitled to the following benefits:

Severance payment: Subject to the provisions of the Plan, a severance payment equal to seventy-five percent (75%) of your Annual Compensation (as defined in the Plan). Severance shall be payable as set forth in the Plan.

Continuation of Medical Coverage under COBRA: If you elect to participate in COBRA benefits continuation, the Company shall pay or shall reimburse you (to the extent you have previously made payments), to the extent COBRA benefits are available, your monthly premiums for your elected level of group medical insurance for up to 9 months of continued coverage of your then-currently elected level of benefit.

Agreed and accepted:

Tanning Technology Corporation		Participant
By:	Gregory A. Conley	By:	/s/ Katherine L. Scherping

	Signature		Signature
	Gregory A. Conley		Katherine Scherping

	Printed Name		Printed Name
	President, CEO & COO		April 1, 2003

	Title		Date
	April 1, 2003

	Date

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