(B)
THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO MITIGATE THE AMOUNT
OF ANY PAYMENT OR BENEFIT PROVIDED FOR ABOVE UNDER PARAGRAPH 7.5(A) BY SEEKING
OTHER EMPLOYMENT OR OTHERWISE, NOR SHALL SUCH PAYMENTS BE OFFSET OR REDUCED BY
ANY COMPENSATION WHICH THE EXECUTIVE MAY RECEIVE FROM FUTURE EMPLOYMENT OR
OTHERWISE.
(C)
THE PAYMENTS AND BENEFITS PROVIDED FOR ABOVE IN PARAGRAPH
7.5(A) ARE IN LIEU OF, AND EXECUTIVE SHALL NOT BE A PARTICIPANT IN, ANY
SEVERANCE OR INCOME CONTINUATION OR INCOME PROTECTION UNDER ANY COMPANY PLAN
THAT MAY NOW OR HEREAFTER EXIST AND SHALL BE DEEMED TO SATISFY AND BE IN FULL
AND FINAL SETTLEMENT OF ALL OBLIGATIONS OF THE COMPANY FOR SEVERANCE OR INCOME
CONTINUATION OR INCOME PROTECTION TO EXECUTIVE UNDER THIS AGREEMENT.
(D)
EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 7.5(A) (2) THROUGH
7.5(A) (6) COVERAGE UNDER ALL THE COMPANY BENEFIT PLANS AND PROGRAMS WILL
TERMINATE UPON THE TERMINATION OF EXECUTIVE'S EMPLOYMENT EXCEPT TO THE EXTENT
OTHERWISE EXPRESSLY PROVIDED IN SUCH PLANS OR PROGRAMS.
7.6
DEATH OR DISABILITY.
IF EXECUTIVE DIES PRIOR TO THE END OF THE
EMPLOYMENT TERM OR IF THE BOARD MAKES A DISABILITY DETERMINATION, EXECUTIVE OR
HIS BENEFICIARY OR ESTATE SHALL BE ENTITLED TO RECEIVE (IN ADDITION TO AMOUNTS
AND BENEFITS UNDER ANY LIFE INSURANCE POLICY OR DISABILITY PROGRAM OR POLICY)
EXECUTIVE'S SALARY UP TO THE DATE ON WHICH THE DEATH OR DISABILITY DETERMINATION
OCCURS AND A PRO-RATED BONUS FOR THE FISCAL YEAR IN WHICH THE DEATH OR
DISABILITY DETERMINATION OCCURS PAYABLE AT THE SAME TIME SUCH SALARY OR BONUS
WOULD OTHERWISE HAVE BEEN PAID HAD THE EXECUTIVE CONTINUED EMPLOYMENT.
IN
ADDITION, THE VESTING OR LAPSING OF RESTRICTIONS OF ALL STOCK OPTIONS, STOCK
APPRECIATION RIGHTS AND RESTRICTED STOCK GRANTED TO EXECUTIVE THAT ARE NOT
EXERCISABLE OR REMAIN RESTRICTED AS OF THE DATE ON WHICH THE DEATH OR DISABILITY
DETERMINATION OCCURS SHALL BE ACCELERATED, AND EXECUTIVE OR HIS BENEFICIARY OR
ESTATE SHALL BE ENTITLED TO EXERCISE SUCH STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS, TOGETHER WITH ALL STOCK OPTIONS AND STOCK APPRECIATION RIGHTS THAT ARE
EXERCISABLE AS OF THE DATE OF DEATH OR DISABILITY DETERMINATION, THROUGH THE
STATED EXPIRATION DATE OF SUCH STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
In addition, in the event of such a termination the Company shall within 20 days
of such termination pay to the Executive or his personal representative, as the
case may be, severance pay in a lump sum equal to his then annual Base Salary
for one year as set forth in paragraph 3.1 hereof, subject to compliance with
Section 8.
12
7.7
CHANGE OF CONTROL.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IN
ORDER TO PROTECT THE EXECUTIVE AGAINST THE POSSIBLE CONSEQUENCES AND
UNCERTAINTIES OF A CHANGE OF CONTROL (AS HEREINAFTER DEFINED) OF THE COMPANY AND
THEREBY INDUCE THE EXECUTIVE TO REMAIN IN THE EMPLOY OF THE COMPANY, THE COMPANY
AGREES THAT IN THE EVENT OF A CHANGE OF CONTROL THIS AGREEMENT SHALL CONTINUE TO
BE OPERATIVE ACCORDING TO ITS TERMS EXCEPT THAT:
(A)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE