EQUIVALENT TO THE MEDICAL
INSURANCE, PLUS (III) IN ACCORDANCE WITH SECTION 3(B), EXECUTIVE'S PREVIOUSLY
ISSUED, BUT CURRENTLY UNVESTED OPTIONS GRANTED PURSUANT TO THE COMPANY'S STOCK
OPTION PLANS SHALL CONTINUE TO VEST IN ACCORDANCE WITH THE VESTING SCHEDULE SET
FORTH IN THE EMPLOYMENT AGREEMENT DURING THE PERIOD SET FORTH IN SECTION 3(B),
PLUS (IV) REIMBURSEMENT FOR UP TO $5,000 OF CAREER COUNSELING.
(B)
THE BENEFITS SET FORTH IN
SECTION 2(A)(II) ABOVE, WHICH PROVIDE FOR TWELVE (12) MONTHS OF MEDICAL
INSURANCE OR, ALTERNATIVELY, COBRA COVERAGE FOR EXECUTIVE SHALL, IN ADDITION,
INCLUDE SUCH BENEFITS FOR THOSE OF EXECUTIVE'S DEPENDENTS WHO ARE CURRENTLY
INCLUDED IN EXECUTIVE'S MEDICAL INSURANCE COVERAGE AND WHICH WOULD BE SUBJECT TO
COBRA TO THE EXTENT SUCH BENEFITS OTHERWISE ARE IN EFFECT FOR EXECUTIVE UNDER
THE EMPLOYMENT AGREEMENT, UNDERSTANDING, HOWEVER, THAT EXECUTIVE IS RESPONSIBLE
FOR COMPLYING WITH ALL TERMS AND CONDITIONS OF ANY SUCH INSURANCE PLAN.
(C)
THE SALARY CONTINUANCE PROVIDED IN
SECTION 2(A)(I) AND MEDICAL INSURANCE OR COBRA PAYMENTS PROVIDED IN
SECTION 2(A)(II) SHALL CONTINUE ONLY UNTIL SUCH TIME AS EXECUTIVE SHALL HAVE
ACCEPTED ANOTHER FULL-TIME POSITION OR UNTIL EXECUTIVE SHALL PERFORM ANY
SERVICES FOR A "COMPETING BUSINESS" AS HEREINAFTER DEFINED IN SECTION 4(A)(I).
FOR PURPOSES OF THIS AGREEMENT, "FULL-TIME POSITION" SHALL MEAN EMPLOYMENT THAT
REQUIRES EXECUTIVE TO PROVIDE FORTY HOURS OR MORE OF SERVICES PER WEEK;
PROVIDED, HOWEVER, THAT WORK FOR A CHARITABLE ENTITY ORGANIZED UNDER SECTION
501(C)(3) OF THE INTERNAL REVENUE CODE SHALL BE EXCEPTED FROM FULL TIME
EMPLOYMENT. IN ADDITION, IN THE EVENT THAT EXECUTIVE SHALL PERFORM CONSULTING OR
OTHER SERVICES FOR ANY THIRD PARTY, (INCLUDING, BUT NOT LIMITED TO, A CHARITABLE
ORGANIZATION) OTHER THAN FOR A COMPETING BUSINESS AND OTHER THAN ON A FULL-TIME
BASIS, FOR WHICH HE SHALL RECEIVE COMPENSATION DURING THE PERIOD HE IS RECEIVING
THE SALARY CONTINUANCE, ALL SUCH COMPENSATION SHALL BE REPORTED TO THE COMPANY
AND SHALL BE OFFSET AGAINST ANY REMAINING SALARY CONTINUANCE PAYMENTS.
FAILURE
OF EXECUTIVE TO PROMPTLY REPORT THE RECEIPT OF ANY COMPENSATION FROM A THIRD
PARTY OR THE ACCEPTANCE OF A NEW POSITION, OR THE RENDERING OF CONSULTING OR
OTHER SERVICES TO ANY COMPETING BUSINESS, SHALL ENTITLE THE COMPANY TO TERMINATE
ALL REMAINING SALARY CONTINUANCE, MEDICAL INSURANCE OR COBRA BENEFIT PAYMENTS
AND TO SEEK RESTITUTION FOR ANY SUCH PAYMENTS MADE TO EXECUTIVE SUBSEQUENT TO
SUCH JOB ACCEPTANCE OR PERFORMANCE OF SERVICES FOR A COMPETING BUSINESS, OR
OTHER COMPENSATION RECEIPT. IN THE EVENT OF EXECUTIVE'S DEATH, ANY REMAINING
SALARY CONTINUANCE PAYMENTS SHALL BE MADE TO HIS ESTATE AND THE MEDICAL
INSURANCE OR COBRA PAYMENTS PROVIDED IN SECTION 2(A)(II) SHALL CONTINUE FOR HIS
DEPENDENTS.
(D)
ANY SALARY CONTINUANCE PAYMENTS SHALL BE
MADE IN ACCORDANCE WITH THE USUAL PAYROLL PRACTICES WHICH WERE APPLICABLE PRIOR
TO TERMINATION.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ANY AND ALL
PAYMENTS MADE PURSUANT TO THIS AGREEMENT SHALL BE NET OF ANY AND ALL APPLICABLE
FEDERAL, STATE AND LOCAL PAYROLL AND WITHHOLDING TAXES.
(E)
THE SEVERANCE OBLIGATIONS OF THE COMPANY
SET FORTH IN PARAGRAPHS 2(A), 2(B) AND 2(C) HEREIN SHALL CONSTITUTE THE TOTAL
PAYMENT AND