Participation in Programs. Mr. Golub will remain eligible to participate in our compensation and benefit programs as Chief Executive Officer through April 2001.
Eligibility for Severance. If his employment terminates before April 30, 2001 for any reason other than his resignation, voluntary retirement, death, disability, substantial violation of our policies or procedures or material dishonesty, he will be eligible for severance under our severance policy. The amount of severance we will pay him if his employment terminates in these circumstances cannot be less than the amount in effect under the policy in April 1999. However, if his 1999 special stock option award vests on or after April 30, 2001, we will not have any obligation to pay him severance.
Service as Chairman of the Board. If Mr. Golub serves as non-executive Chairman of the Board for one year, we will pay him a salary of $1,000,000 for the year. We will also grant him a nonqualified stock option in February or April 2001 for 150,000 shares (or 450,000 shares if we implement the 3-for-1 stock split described in Item 2). The stock option grant will vest in one-third increments after each of two, three and four years have passed since the grant date or if he retires after age 62. The stock option will have terms no less favorable than the terms we have in place for employees generally at the time we make the grant. If Mr. Golub does not serve as Chairman of the Board after relinquishing his Chief Executive Officer responsibilities, we will provide him with the economic equivalent to the above salary and stock option.
Other Benefits. As Chairman of the Board, we will provide Mr. Golub with continued access to Company services such as a car and driver, use of our aircraft and a perquisite allowance. For his lifetime we will provide him with an office and a secretary and will pay for normal office expenses. We will also reimburse him for expenses he incurs when he is on Company business at our request.
