3.3, IF EXECUTIVE RESIGNS WITH GOOD REASON (AS
DEFINED BELOW), OR IF EXECUTIVE DELIVERS A WRITTEN NOTICE OF RESIGNATION WITHIN
30 DAYS AFTER THE EXPIRATION OF THE EMPLOYMENT TERM AND THE COMPANY DOES NOT
OFFER TO RENEW THE EMPLOYMENT TERM DURING SUCH 30-DAY PERIOD ON TERMS NO LESS
FAVORABLE IN THE AGGREGATE TO THE EXECUTIVE THAN THOSE CONTAINED HEREIN AND
EXECUTIVE THEREUPON TERMINATES HIS EMPLOYMENT AT THE END OF SUCH 30-DAY PERIOD,
THEN EXECUTIVE WILL BE ENTITLED TO RECEIVE, AND THE COMPANY WILL PROVIDE
EXECUTIVE WITH, THE FOLLOWING SEVERANCE PAY AND BENEFITS (IN ADDITION TO ANY
AMOUNTS PAYABLE UNDER SUBSECTION (A) HEREOF); PROVIDED, FOR PURPOSES OF
SECTION 409A, EACH PAYMENT (WHETHER AN INSTALLMENT OR LUMP SUM) OF SEVERANCE PAY
UNDER THIS SUBSECTION (B) SHALL BE CONSIDERED A SEPARATE PAYMENT:
(I)
AMOUNT OF POST-EMPLOYMENT BASE SALARY
AND BONUS.
THE COMPANY SHALL PAY TO EXECUTIVE AN AMOUNT EQUAL TO THE PRODUCT OF
(A) THE SUM OF (1) EXECUTIVE'S MONTHLY BASE SALARY AT THE HIGHEST RATE IN EFFECT
DURING THE 24-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF EXECUTIVE'S
TERMINATION OF EMPLOYMENT (THE "TERMINATION DATE"), AND (2) EXECUTIVE'S MONTHLY
BONUS VALUE (DETERMINED BY DIVIDING BY 12 THE HIGHEST AMOUNT OF ANNUAL CASH
BONUS COMPENSATION PAID TO EXECUTIVE IN RESPECT OF EITHER THE FIRST OR SECOND
FULL CALENDAR YEAR IMMEDIATELY PRECEDING THE TERMINATION DATE; AND (B) THE
GREATER OF (1) THE NUMBER OF FULL AND PARTIAL MONTHS REMAINING IN THE EMPLOYMENT
TERM AS OF THE TERMINATION DATE, AND (2) 36 MONTHS (WITH THE PERIOD DESCRIBED IN
CLAUSE (B) HEREOF BEING REFERRED TO AS THE "SEVERANCE PERIOD").
(II)
PAYMENT OF POST-EMPLOYMENT BASE SALARY AND
BONUS.
THE AMOUNT DESCRIBED IN SUBSECTION (B)(I) SHALL BE PAID TO EXECUTIVE IN
CASH IN TWO LUMP-SUM PAYMENTS AS FOLLOWS: (A) 75% OF SUCH AMOUNT SHALL BE PAID
WITHIN 15 DAYS AFTER THE TERMINATION DATE BUT NO LATER THAN MARCH 15 OF THE
CALENDAR YEAR FOLLOWING THE YEAR IN WHICH THIS PAYMENT VESTS; AND (B) THE
REMAINING 25% OF SUCH AMOUNT SHALL BE PAID IN A LUMP SUM BY MARCH 15 OF THE
CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THIS PAYMENT VESTS.
(III)
CONTINUED MEDICAL BENEFITS COVERAGE.
DURING
THE SEVERANCE PERIOD, THE COMPANY SHALL PROVIDE EXECUTIVE, AND, IF ANY,
EXECUTIVE'S SPOUSE AND DEPENDENTS WITH MEDICAL BENEFITS COVERAGE SUBSTANTIALLY
SIMILAR TO THE COVERAGE IN EFFECT ON THE EFFECTIVE DATE OF TERMINATION.
AFTER
THE SEVERANCE PERIOD, EXECUTIVE AND HIS DEPENDENTS WILL HAVE THE OPPORTUNITY
UNDER THE PROVISIONS OF THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF
1986 ("COBRA") TO ELECT COBRA CONTINUATION COVERAGE.
IF ELECTED IN A TIMELY
MANNER, COBRA COVERAGE GENERALLY WILL COMMENCE AS OF THE FIRST DAY OF THE NEXT
CALENDAR MONTH AFTER THE END OF THE SEVERANCE PERIOD
4
AND WILL END ON THE LAST DAY OF THE 18TH MONTH THEREAFTER (UNLESS AN EARLIER END
DATE OR AN EXTENSION IS REQUIRED UNDER COBRA).
(IV)
VESTING OF STOCK OPTIONS.
ALL OPTIONS AND
OTHER EQUITY INCENTIVE AWARDS GRANTED TO EXECUTIVE THAT WOULD HAVE VESTED DURING
THE SEVERANCE PERIOD SHALL VEST AS