ONLY TO THE HIGHEST ANNUAL BASE COMPENSATION OF THE EXECUTIVE
RECEIVED AT ANY TIME DURING THE PERIOD OF HIS EMPLOYMENT (WHICH ANNUAL BASE
COMPENSATION SHALL NOT INCLUDE ANY AMOUNT FOR ANY BONUS), AND THE EXECUTIVE
SHALL CONTINUE TO RECEIVE, AT THE CORPORATION'S EXPENSE, THE AUTOMOBILE
ALLOWANCE AND MEDICAL INSURANCE BENEFITS REFERRED TO ABOVE FOR A PERIOD OF ONE
YEAR FOLLOWING SUCH TERMINATION.
THE SEVERANCE PAYMENT SHALL BE PAYABLE IN
ACCORDANCE WITH THE CORPORATION'S CUSTOMARY PAYROLL POLICY DURING THE ONE-YEAR
PERIOD FOLLOWING SUCH TERMINATION.
(B)
IN ADDITION, UPON THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER OTHER THAN FOR CAUSE, THE CORPORATION SHALL
RETAIN THE EXECUTIVE AS A CONSULTANT TO THE CORPORATION FOR A ONE-YEAR PERIOD
COMMENCING ON THE DATE OF SUCH TERMINATION.
THE EXECUTIVE AGREES TO ACCEPT SUCH
RETENTION AND TO PROVIDE CONSULTING SERVICES TO THE CORPORATION WITH RESPECT TO
FINANCIAL MATTERS; PROVIDED, HOWEVER, THAT THE EXECUTIVE SHALL NOT BE REQUIRED
TO DEVOTE MORE THAN
4
TEN (10) HOURS IN ANY CALENDAR QUARTER TO SUCH SERVICES.
FOR SUCH CONSULTING
SERVICES, THE CORPORATION SHALL PAY TO THE EXECUTIVE COMPENSATION AT THE RATE OF
$2,500 PER ANNUM.
ALL STOCK OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED
STOCK, AND OTHER EQUITY BASED COMPENSATION AWARDS THERETOFORE VESTED BUT NOT YET
EXERCISED WILL EXPIRE THIRTY (30) DAYS AFTER THE TERMINATION OF SUCH CONSULTANCY
IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE CORPORATION EQUITY COMPENSATION
PLAN.
(C)
IN THE EVENT OF THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE, THE EXECUTIVE SHALL BE ENTITLED ONLY
TO RECEIVE ANY ACCRUED BUT UNPAID BASE COMPENSATION HEREUNDER THROUGH THE DATE
OF SUCH TERMINATION, AND ALL OTHER BENEFITS HEREUNDER SHALL BE TERMINATED AS OF
THE DATE OF SUCH TERMINATION.
7.
CHANGE IN CONTROL.
(A)
IF, WITHIN TWO YEARS FOLLOWING A CHANGE IN
CONTROL, THE EXECUTIVE'S CIRCUMSTANCES OF EMPLOYMENT (AS SUCH TERM IS
HEREINAFTER DEFINED) SHALL HAVE CHANGED, THE EXECUTIVE MAY TERMINATE HIS
EMPLOYMENT HEREUNDER BY WRITTEN NOTICE TO THE CORPORATION GIVEN NO LATER THAN
NINETY (90) DAYS FOLLOWING SUCH CHANGE IN THE EXECUTIVE'S CIRCUMSTANCES OF
EMPLOYMENT.
IN THE EVENT OF SUCH TERMINATION BY THE EXECUTIVE OF HIS EMPLOYMENT
OR IF, WITHIN TWO (2) YEARS FOLLOWING A CHANGE IN CONTROL, THE CORPORATION SHALL
TERMINATE THE EXECUTIVE'S EMPLOYMENT OTHER THAN FOR CAUSE, THE CORPORATION
SHALL, SUBJECT TO SECTIONS 12 AND 13 HEREOF, PAY TO THE EXECUTIVE, (THE "SPECIAL
SEVERANCE AMOUNT") (X) AN AMOUNT EQUAL TO THE SUM OF (I) THE PRODUCT OF TWO
(2) AND THE ANNUAL BASE SALARY
5
IN EFFECT IMMEDIATELY PRIOR TO A CHANGE IN THE EXECUTIVE'S CIRCUMSTANCES OF
EMPLOYMENT OR THE TERMINATION OTHER THAN FOR CAUSE OF THE EXECUTIVE'S EMPLOYMENT
BY THE CORPORATION, AS THE CASE MAY BE, AND (II) THE PRODUCT OF TWO (2) AND THE
TARGETED BONUS FOR THE EXECUTIVE IN EFFECT IMMEDIATELY PRIOR TO A CHANGE IN
EXECUTIVE CIRCUMSTANCES OF EMPLOYMENT OR TERMINATION OTHER THAN FOR CAUSE, AS
THE CASE MAY BE, SUCH PAYMENT TO BE MADE IN ACCORDANCE WITH THE CORPORATION'S
REGULAR PAYROLL POLICIES, THE FIRST INSTALLMENT BEING MADE ON THE FIFTH (5TH)
BUSINESS