OR
THE CORPORATION THAT WOULD OTHERWISE BECOME VESTED AND EXERCISABLE DURING THE
TWO-YEAR PERIOD FOLLOWING THE DATE OF EXECUTIVE'S TERMINATION SHALL BECOME
VESTED AND EXERCISABLE ON THE DATE OF EXECUTIVE'S TERMINATION.
ANY UNEXERCISED
STOCK OPTIONS GRANTED TO EXECUTIVE BY THE EMPLOYER OR THE CORPORATION THAT HAVE
BECOME VESTED AND EXERCISABLE SHALL REMAIN EXERCISABLE FOR SIX MONTHS FOLLOWING
THE TERMINATION DATE OR, IF EARLIER, THE EXPIRATION OF THE INITIAL APPLICABLE
TERM STATED AT THE TIME OF THE GRANT.
Other than as may be provided under Section 4 or as expressly provided in this
Section 7(a), the Employer shall have no further obligations hereunder following
such termination.
(B)
TERMINATION BY THE EMPLOYER FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON.
IF (I) EXECUTIVE IS TERMINATED FOR CAUSE PURSUANT TO
SECTION 6(A)(III) ABOVE, OR (II) EXECUTIVE VOLUNTARILY TERMINATES HIS EMPLOYMENT
HEREUNDER WITHOUT GOOD REASON PURSUANT TO SECTION 6(B)(II) ABOVE, THEN THE
EMPLOYMENT PERIOD SHALL TERMINATE AS OF THE TERMINATION DATE AND EXECUTIVE SHALL
BE ENTITLED TO RECEIVE HIS EARNED AND ACCRUED BUT UNPAID BASE SALARY AT THE RATE
THEN IN EFFECT UNTIL THE TERMINATION DATE.
IN ADDITION, IN SUCH EVENT,
EXECUTIVE SHALL BE ENTITLED TO EXERCISE ANY OPTIONS WHICH HAVE VESTED AS OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT, BUT ONLY FOR A PERIOD OF THREE MONTHS
AFTER THE TERMINATION DATE (BUT IN NO EVENT AFTER THE EXPIRATION OF THE INITIAL
APPLICABLE TERM STATED AT THE TIME OF GRANT) AND OTHERWISE IN ACCORDANCE WITH
THE TERMS OF THE APPLICABLE OPTION GRANT AGREEMENT OR PLAN.
NOTWITHSTANDING THE
FOREGOING, AND WITHOUT LIMITING SUCH OTHER FORFEITURES AS MAY BE PROVIDED UNDER
THE DOCUMENTATION CONTROLLING THE APPLICABLE GRANTS OR OTHER ACQUISITIONS,
(I) IN THE CASE OF A TERMINATION FOR CAUSE UNDER CLAUSE (I), (II) OR (III) OF
THE SECOND SENTENCE OF SECTION 6(A)(III), ALL VESTED OPTIONS SHALL EXPIRE ON THE
TERMINATION DATE AND ALL UNVESTED EQUITY INTERESTS IN THE CORPORATION WHICH HAVE
BEEN AWARDED UNDER A COMPENSATORY ARRANGEMENT, INCLUDING WITHOUT LIMITATION THE
RESTRICTED STOCK (OR EQUIVALENT) GRANTED ON OR BEFORE THE DATE HEREOF, SHALL
AUTOMATICALLY BE FORFEITED, AND (II) IN THE CASE OF A TERMINATION FOR CAUSE
UNDER CLAUSE (IV) OF THE SECOND SENTENCE OF SECTION 6(A)(III), ALL VESTED
OPTIONS SHALL BE EXERCISABLE FOR THREE MONTHS FROM THE TERMINATION DATE;
PROVIDED, HOWEVER, THAT NOTHING IN THIS SENTENCE SHALL EXTEND THE TERM OF ANY
OPTION.
OTHER THAN AS MAY BE PROVIDED UNDER SECTION 4 OR AS EXPRESSLY PROVIDED
IN THIS SECTION 7(B), THE EMPLOYER SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER
FOLLOWING SUCH TERMINATION.
(C)
TERMINATION BY REASON OF DEATH.
IF EXECUTIVE'S EMPLOYMENT
TERMINATES DUE TO HIS DEATH, THE EMPLOYER SHALL PAY EXECUTIVE'S BASE SALARY PLUS
ANY APPLICABLE PRO RATA PORTION OF THE ANNUAL PERFORMANCE BONUS DESCRIBED IN
SECTION 3(B) ABOVE FOR A PERIOD OF SIX MONTHS FROM THE DATE OF HIS DEATH, OR
SUCH LONGER PERIOD AS THE EMPLOYER MAY DETERMINE, TO EXECUTIVE'S ESTATE OR TO A
BENEFICIARY DESIGNATED
8
BY EXECUTIVE IN WRITING PRIOR TO HIS DEATH.
IN THE CASE OF SUCH A TERMINATION,
(I) EXECUTIVE SHALL