BY LAW; PROVIDED THAT THE CONDITIONS TO RECEIVE THE
SEVERANCE PACKAGE (SET FORTH IN SECTION 8.3 OF THIS AGREEMENT) ARE THEN
SATISFIED.
THE APPLICABLE SEVERANCE PAYMENT DESCRIBED IN SECTION 8.1(B) WILL BE
PAID IN EQUAL MONTHLY INSTALLMENTS FOR A PERIOD OF SIX (6) MONTHS (THE
"SEVERANCE PERIOD"), WITH THE FIRST SUCH INSTALLMENT TO BE PAID ON THE FIRST DAY
OF THE MONTH THAT COINCIDES WITH OR FOLLOWS THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE OF TERMINATION.
(B)
EMPLOYEE SHALL DESIGNATE A BENEFICIARY TO RECEIVE ANY PAYMENTS DUE
HIM IN THE EVENT OF HIS DEATH BY FILING A WRITTEN DESIGNATION WITH THE COMPANY
IN THE FORM ATTACHED HERETO AS EXHIBIT C.
HOWEVER, ANY SUCH DESIGNATION WILL
ONLY BE EFFECTIVE IF SIGNED BY EMPLOYEE AND RECEIVED BY THE COMPANY DURING
EMPLOYEE'S LIFETIME.
EMPLOYEE'S BENEFICIARY DESIGNATION SHALL BE DEEMED
AUTOMATICALLY REVOKED IF THE BENEFICIARY PREDECEASES EMPLOYEE OR IF EMPLOYEE
NAMES A SPOUSE AS A BENEFICIARY AND THE MARRIAGE IS SUBSEQUENTLY DISSOLVED
BEFORE EMPLOYEE DIES.
IF EMPLOYEE DIES WITHOUT A VALID BENEFICIARY DESIGNATION,
ALL PAYMENTS SHALL BE MADE TO EMPLOYEE'S ESTATE.
(C)
IF A PAYMENT UNDER THIS AGREEMENT IS PAYABLE TO A MINOR, TO A
PERSON DECLARED INCOMPETENT, OR TO A PERSON INCAPABLE OF HANDLING THE
DISPOSITION OF HIS OR HER PROPERTY, THE COMPANY MAY PAY SUCH BENEFIT TO THE
GUARDIAN, LEGAL REPRESENTATIVE OR PERSON HAVING THE CARE OR CUSTODY OF SUCH
MINOR, INCOMPETENT PERSON OR INCAPABLE PERSON.
THE COMPANY MAY REQUIRE PROOF OF
INCOMPETENCE, MINORITY OR GUARDIANSHIP AS IT MAY DEEM APPROPRIATE PRIOR TO
DISTRIBUTION OF THE BENEFIT.
SUCH DISTRIBUTION SHALL COMPLETELY DISCHARGE THE
COMPANY FROM ALL LIABILITY WITH RESPECT TO SUCH BENEFIT.
8.3.
CONDITIONS TO RECEIVE SEVERANCE PACKAGE.
EMPLOYEE WILL RECEIVE
THE SEVERANCE PACKAGE DESCRIBED ABOVE ONLY IF HE ADDITIONALLY COMPLIES WITH ALL
OF THE FOLLOWING CONDITIONS AND CONTINUES TO COMPLY WITH THE FOLLOWING FOR THE
DURATION OF THE SEVERANCE PERIOD:
(A)
EMPLOYEE EXECUTES A FULL GENERAL RELEASE IN FAVOR OF THE COMPANY
(THE "GENERAL RELEASE") SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A;
(B)
EMPLOYEE COMPLIES WITH THE COMPANY'S THEN IN EFFECT TRADE SECRETS
POLICIES AND THE EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (THE
"INFORMATION AND INVENTIONS AGREEMENT"), ATTACHED HERETO AS EXHIBIT B, OR ANY
FUTURE VERSION OF AN INVENTIONS AND PROPRIETARY INFORMATION AGREEMENT BETWEEN
EMPLOYEE AND THE COMPANY IN ACCORDANCE WITH THE TERMS THEREOF.
4
THE COMPANY'S OBLIGATION TO MAKE PAYMENTS UNDER THIS SECTION 8 SHALL BE
SUSPENDED IF AT ANY TIME EMPLOYEE IS NOT IN COMPLIANCE WITH ANY OF THE FOREGOING
AGREEMENTS, PROVIDED THAT EMPLOYEE SHALL BE ENTITLED TO BE PAID ALL ACCRUED
OBLIGATIONS.
IN ANY EVENT, ALL PAYMENTS SHALL CEASE AT THE CONCLUSION OF THE
"SEVERANCE PERIOD."
9.
SECTION 409A OF THE U.S. INTERNAL REVENUE CODE.
9.1.
THE SPECIFIED EMPLOYEE RULE.
TO THE EXTENT ANY AMOUNT PAYABLE
UNDER THIS AGREEMENT REPRESENTS A PAYMENT UNDER A "NONQUALIFIED DEFERRED
COMPENSATION PLAN" (AS DEFINED IN SECTION 409A OF THE CODE FOLLOWING A
TERMINATION OF EMPLOYMENT OR ANY "SEPARATION FROM SERVICE" AS DEFINED IN SECTION
409A(A)(2)(A)(I) OF