ON THE DATE OF TERMINATION OF EMPLOYMENT (THE
"TERMINATION DATE") OR, WITH RESPECT TO REIMBURSEMENT FOR EXPENSES, AS PROMPTLY
AS PRACTICAL AFTER THE TERMINATION DATE, THE FOLLOWING:
(A)
SUCH COMPENSATION AS IS DUE PURSUANT TO SECTION 3.1(A), PRORATED
THROUGH THE TERMINATION DATE;
(B)
ANY EXPENSE REIMBURSEMENTS DUE AND OWING TO EXECUTIVE FOR
REASONABLE AND NECESSARY BUSINESS AND ENTERTAINMENT EXPENSES OF EMPLOYER
INCURRED BY EXECUTIVE PRIOR TO THE TERMINATION DATE; AND
(C)
THE DOLLAR VALUE OF ALL ACCRUED AND UNUSED PAID TIME OFF THAT
EXECUTIVE IS ENTITLED TO THROUGH THE TERMINATION DATE.
(D)
IF THE TERMINATION IS PURSUANT TO THE TERMS OF 2.2(B) OR (E), THEN
EXECUTIVE, OR HIS ESTATE OR HEIRS,
SHALL ALSO BE ENTITLED TO SIX (6) ADDITIONAL
MONTHS OF COMPENSATION DUE UNDER 3.1(A), WHICH SHALL BE PAID OUT OVER THE
FOLLOWING SIX (6) MONTHS.
2.4
EXCEPT AS SET FORTH IN SECTION 4, IN THE EVENT THAT EXECUTIVE'S
EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 2.2(F) OR 2.2(G), NEITHER EMPLOYER
NOR EXECUTIVE SHALL HAVE ANY
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REMAINING DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT EMPLOYER SHALL
PAY TO EXECUTIVE, OR HIS REPRESENTATIVES, THE AMOUNTS SET FORTH IN SECTION 2.3
AT THE TIMES SET FORTH IN SECTION 2.3 AND THE FOLLOWING (PROVIDED THAT PAYMENTS
FOR HEALTH INSURANCE COVERAGE SHALL BE MADE TO AN INSURANCE PROVIDER):
(A)
AN ADDITIONAL 18 MONTH'S WORTH OF BASE SALARY TO BE PAID OVER THE
SUCCEEDING 18 MONTH PERIOD AFTER THE TERMINATION DATE:
(B)
PREMIUMS FOR CONTINUATION OF EXECUTIVE'S HEALTH INSURANCE BENEFITS
UNDER EMPLOYER'S GROUP HEALTH INSURANCE PLAN, PURSUANT TO COBRA, FOR THE 18
MONTH PERIOD SUCCEEDING THE TERMINATION DATE (WITH SUCH HEALTH INSURANCE
COVERAGE TO BE AT A LEVEL AND QUALITY EQUIVALENT TO THE HEALTH INSURANCE
COVERAGE PROVIDED BY EMPLOYER TO EXECUTIVE IMMEDIATELY PRIOR TO THE TERMINATION
DATE, "EQUIVALENT COVERAGE"); PROVIDED THAT EMPLOYER SHALL PAY SUCH PREMIUMS
ONLY SO LONG AS (DURING SAID 18 MONTH PERIOD) EXECUTIVE REMAINS ELIGIBLE FOR
SUCH EQUIVALENT COVERAGE UNDER COBRA;
(C)
THE PAYMENTS SET FORTH IN SECTIONS 2.4(A) AND (B) ABOVE ARE
REFERRED TO HEREIN COLLECTIVELY AS THE "SEVERANCE PAYMENTS" AND EACH AS A
"SEVERANCE PAYMENT."
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2.5
AS A CONDITION PRECEDENT OF EXECUTIVE OR HIS ESTATE RECEIVING ANY
SEVERANCE PAYMENT FROM EMPLOYER, WHETHER IN A LUMP SUM PAYMENT OR A STRING OF
PAYMENTS OR IN THE FORM OF PAYMENT OF BENEFITS, EXECUTIVE OR HIS ESTATE SHALL,
IN CONSIDERATION FOR PAYMENT OF SUCH AMOUNT OR BENEFIT, SIGN AND DELIVER TO
EMPLOYER (AGAINST THE EXECUTION AND DELIVERY OF THE SAME BY THE OTHER PARTIES
THERETO) THE FORM OF WAIVER AND RELEASE AGREEMENT ATTACHED HERETO AS EXHIBIT B.
SUCH WAIVER AND RELEASE AGREEMENT WILL NOT BE CONSTRUED TO INCLUDE ANY RELEASE
OF ANY INDEMNIFICATION RIGHTS EXECUTIVE MAY HAVE AGAINST EMPLOYER PURSUANT TO
EMPLOYER'S ARTICLES OF INCORPORATION OR BYLAWS, ANY INDEMNIFICATION AGREEMENT OR
CALIFORNIA LABOR CODE SECTION 2800.
2.6
THIS AGREEMENT SHALL NOT BE TERMINATED BY EMPLOYER MERGING WITH OR
OTHERWISE BEING ACQUIRED BY ANOTHER ENTITY, WHETHER OR NOT EMPLOYER IS THE
SURVIVING ENTITY, OR BY EMPLOYER TRANSFERRING OF ALL OR