BASIS FOR TERMINATION OF
EMPLOYEE UNDER THE PROVISIONS SO INDICATED.
(B)
DATE OF TERMINATION.
"DATE OF TERMINATION" SHALL MEAN (I) IF EMPLOYEE'S
EMPLOYMENT IS TERMINATED BY THE EXPIRATION OF THIS AGREEMENT, THE DATE OF
EXPIRATION, (II) IF EMPLOYEE'S EMPLOYMENT IS TERMINATED BY HIS DEATH, THE DATE
OF HIS DEATH, (III) IF EMPLOYEE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTION
6(C) HEREOF, THIRTY (30) DAYS AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED
THAT EMPLOYEE SHALL NOT HAVE AGAIN BECOME AVAILABLE FOR SERVICE ON A REGULAR
BASIS DURING SUCH THIRTY (30) DAY PERIOD), (IV) IF EMPLOYEE'S EMPLOYMENT IS
TERMINATED PURSUANT TO SECTIONS 6(D), 6(E), 6(F) OR 6(G), THE DATE SPECIFIED IN
THE NOTICE OF TERMINATION, AND (V) IF EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR
ANY OTHER REASON, THE DATE ON WHICH A NOTICE OF TERMINATION IS GIVEN.
8.
AMOUNTS DUE UPON TERMINATION OR DURING DISABILITY.
IN THE EVENT
EMPLOYEE IS DISABLED OR HIS EMPLOYMENT TERMINATES DURING THE EMPLOYMENT PERIOD,
THE COMPANY SHALL PROVIDE EMPLOYEE WITH THE PAYMENTS SET FORTH BELOW.
EMPLOYEE
ACKNOWLEDGES AND AGREES THAT THE PAYMENTS SET FORTH IN THIS SECTION 8 CONSTITUTE
LIQUIDATED DAMAGES FOR TERMINATION OF HIS EMPLOYMENT DURING THE EMPLOYMENT
PERIOD, PROVIDED, HOWEVER, THAT SUCH PAYMENTS SHALL NOT LIMIT ANY RIGHTS
EMPLOYEE MAY HAVE TO PAYMENTS ARISING FROM MATTERS OUTSIDE THE TERMS OF THIS
AGREEMENT.
(A)
DURING ANY PERIOD THAT EMPLOYEE IS DISABLED ("DISABILITY PERIOD"),
EMPLOYEE SHALL CONTINUE TO RECEIVE HIS BASE SALARY AT THE RATE THEN IN EFFECT
FOR SUCH DISABILITY PERIOD UNTIL HIS EMPLOYMENT IS TERMINATED PURSUANT TO
SECTION 6(C) HEREOF.
PAYMENTS MADE TO EMPLOYEE PURSUANT TO THIS SECTION 8(A)
DURING THE FIRST SIX (6) MONTHS OF THE DISABILITY PERIOD SHALL BE REDUCED BY THE
SUM OF THE AMOUNTS, IF ANY, PAID TO THE EMPLOYEE AT OR PRIOR TO THE TIME OF ANY
SUCH PAYMENT UNDER DISABILITY BENEFIT PLANS OF THE COMPANY OR UNDER THE SOCIAL
SECURITY DISABILITY INSURANCE PROGRAM, AND WHICH AMOUNTS WERE NOT PREVIOUSLY
APPLIED TO REDUCE ANY SUCH PAYMENT, PROVIDED, HOWEVER, THAT IF ANY DISABILITY
PLAN OF THE COMPANY PROVIDES FOR THE REDUCTION OF BENEFIT PAYMENTS THEREUNDER AS
A RESULT OF PAYMENTS THAT ARE MADE OR MAY BE MADE UNDER THIS SECTION 8(A), THEN
THERE SHALL BE NO REDUCTION OF PAYMENTS UNDER THIS SECTION 8(A) AS A RESULT OF
PAYMENTS UNDER SUCH DISABILITY PLAN.
EMPLOYEE SHALL ALSO BE ENTITLED TO ANY
OTHER BENEFITS OR PAYMENTS PROVIDED PURSUANT TO ANY PLAN OR POLICY OF THE SENIOR
EXECUTIVE OFFICERS OF THE COMPANY IN ACCORDANCE WITH SUCH PLAN'S OR POLICY'S
TERMS.
(B)
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTIONS 6(A), 6(B),
6(D) OR 6(G) THE COMPANY SHALL PAY EMPLOYEE (I) HIS ACCRUED BUT UNPAID BASE
SALARY THROUGH THE DATE OF TERMINATION AT THE RATE IN EFFECT AT THE TIME NOTICE
OF TERMINATION IS
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GIVEN, (II) ANY ANNUAL EARNED BUT UNPAID BONUS FOR ANY COMPLETED FISCAL YEAR
(PLUS A PRO RATA SHARE OF EMPLOYEE'S TARGET BONUS FOR THE FISCAL YEAR OF
TERMINATION), (II) THE BENEFITS, FRINGES AND PERQUISITES, INCLUDING, WITHOUT
LIMITATION, ACCRUED VACATION, UP TO THE