OF THAT INSURANCE
BENEFIT WILL BE DEEMED TO BE 150% OF THE AMOUNT ACTUALLY RECEIVED BY EMPLOYEE.
AMOUNTS PAYABLE UNDER SECTION 9.7(B) WILL BE REDUCED BY ALL AMOUNTS EARNED BY
EMPLOYEE FOR THE PERFORMANCE OF PERSONAL SERVICES DURING THE THIRTY (30) MONTH
PERIOD THEREIN DESCRIBED.
(D)
IF THERE OCCURS A CHANGE IN CONTROL DURING
THE THIRTY (30) MONTH PERIOD DESCRIBED ABOVE IN SECTION 9.7(B), THEN WITHIN
FIFTEEN (15) DAYS FOLLOWING THE CLOSING OF THAT CHANGE IN CONTROL, THE COMPANY
WILL MAKE A LUMP SUM CASH PAYMENT TO EMPLOYEE EQUAL TO THE ESTIMATED FAIR VALUE
OF AN OPTION TO PURCHASE 180,000 SHARES OF COMMON STOCK, DETERMINED BY THE
COMPANY'S INDEPENDENT AUDITOR AS OF THE DATE OF THE CHANGE IN CONTROL USING THE
BLACK-SCHOLES MODEL AND THE FOLLOWING ASSUMPTIONS: (I) OPTION EXERCISE PRICE
EQUAL TO THE FAIR MARKET VALUE ON THE DATE OF THE CHANGE IN CONTROL,
(II) REMAINING OPTION DURATION EQUAL TO EIGHT YEARS, (III) RISK-FREE RATE OF
RETURN EQUAL TO THE YIELD TO MATURITY AS OF THE DATE OF THE CHANGE IN CONTROL OF
NON-CALLABLE TEN YEAR U.S. TREASURY NOTES WITH A REMAINING TERM OF EIGHT YEARS,
(IV) VOLATILITY EQUAL TO THE STANDARD DEVIATION OF THE DAILY CHANGE IN THE FAIR
MARKET VALUE FOR THE EIGHT YEAR PERIOD IMMEDIATELY PRECEDING THE DATE OF THE
CHANGE IN CONTROL, AND (V) A DIVIDEND YIELD EQUAL TO THE SUM OF THE DIVIDENDS
PER SHARE PAID ON COMMON STOCK IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING
THE DATE OF CHANGE IN CONTROL, DIVIDED BY THE FAIR MARKET VALUE AS OF THE DATE
OF THE CHANGE IN CONTROL.
(E)
FOR PURPOSES OF THIS SECTION 9.7, EXCEPT AS
HEREINAFTER PROVIDED, THE DETERMINATION AS TO WHETHER EMPLOYEE IS DISABLED SHALL
BE MADE BY A LICENSED PHYSICIAN SELECTED BY EMPLOYEE AND SHALL BE BASED UPON A
FULL PHYSICAL EXAMINATION AND GOOD FAITH OPINION BY SUCH PHYSICIAN.
IN THE
EVENT THAT THE BOARD OF DIRECTORS DISAGREES WITH SUCH PHYSICIAN'S CONCLUSION,
THE BOARD OF DIRECTORS MAY REQUIRE THAT EMPLOYEE SUBMIT TO A FULL PHYSICAL
EXAMINATION BY ANOTHER LICENSED PHYSICIAN SELECTED BY EMPLOYEE AND APPROVED BY
THE COMPANY.
IF THE TWO OPINIONS SHALL BE INCONSISTENT, A THIRD OPINION SHALL
BE OBTAINED AFTER FULL PHYSICAL EXAMINATION BY A THIRD LICENSED PHYSICIAN
SELECTED BY EMPLOYEE AND APPROVED BY THE COMPANY.
THE MAJORITY OF THE THREE
OPINIONS SHALL BE CONCLUSIVE.
11
(F)
EXCEPT AS SPECIFICALLY SET FORTH IN THIS
SECTION 9.7, THE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION TO EMPLOYEE FOR
COMPENSATION OR BENEFITS BY REASON OF TERMINATION PURSUANT TO THIS SECTION 9.7.
10.
OUTPLACEMENT SERVICE.
IN THE EVENT THE
EMPLOYEE'S EMPLOYMENT HEREUNDER IS TERMINATED PURSUANT TO SECTIONS 9.3, 9.4 OR
9.6, THE COMPANY SHALL, (A) PAY FOR FULL OUTPLACEMENT SERVICES FOR EMPLOYEE,
SUCH PAYMENT TO BE MADE TO AN AGENCY SELECTED BY EMPLOYEE, BASED UPON THE
CUSTOMARY FEES CHARGED BY NATIONALLY RATED FIRMS ENGAGED IN SUCH SERVICES, AND
(B) PROVIDE TO EMPLOYEE, FOR A REASONABLE PERIOD OF TIME FOLLOWING TERMINATION
OF EMPLOYMENT, OFFICE SPACE AND SECRETARIAL SUPPORT TO ASSIST EMPLOYEE IN