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
SUBSTANTIALLY ALL OF