UNPAID BASE SALARY THROUGH THE DATE OF TERMINATION; (B) ANY EARNED BUT
UNPAID BONUS FOR THE PRIOR FISCAL YEAR OF THE COMPANY; (C) ANY BENEFITS DUE TO
EXECUTIVE UNDER ANY EMPLOYEE BENEFIT PLAN OF THE COMPANY AND ANY PAYMENTS DUE TO
EXECUTIVE UNDER THE TERMS OF ANY COMPANY PROGRAM, ARRANGEMENT OR AGREEMENT,
EXCLUDING ANY SEVERANCE PROGRAM OR POLICY AND (D) ANY EXPENSES OWED TO THE
EXECUTIVE (COLLECTIVELY, THE "ACCRUED AMOUNTS"). EXECUTIVE SHALL HAVE NO FURTHER
RIGHT OR ENTITLEMENT UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT IN THE EVENT
OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT DUE TO EXECUTIVE'S DEATH OR
DISABILITY, ALL OPTIONS AND RESTRICTED SHARES PREVIOUSLY GRANTED TO EXECUTIVE
SHALL FULLY VEST.
(B)
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. (I)
THE COMPANY MAY
TERMINATE EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE AND EXECUTIVE MAY TERMINATE HIS
EMPLOYMENT FOR GOOD REASON, IN EACH CASE UPON THIRTY DAYS PRIOR WRITTEN NOTICE.
IN THE EVENT THAT, DURING THE TERM, THE COMPANY TERMINATES THE EXECUTIVE'S
EMPLOYMENT WITHOUT CAUSE OR EXECUTIVE TERMINATES HIS EMPLOYMENT FOR GOOD REASON,
EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING IN LIEU OF ANY PAYMENTS OR BENEFITS
UNDER ANY SEVERANCE PROGRAM OR POLICY OF THE COMPANY, AND SUBJECT TO EXECUTION
BY EXECUTIVE OF A WAIVER AND RELEASE OF CLAIMS IN A FORM REASONABLY DETERMINED
BY THE COMPANY:
(I) THE ACCRUED AMOUNTS;
(II) A LUMP SUM CASH SEVERANCE PAYMENT EQUAL TO THE UNPAID BALANCE OF THE BASE
SALARY AND ANNUAL BONUSES EXECUTIVE WOULD HAVE BEEN PAID FOR THE BALANCE OF THE
THEN-CURRENT TERM HEREOF MEASURED FROM THE DATE OF TERMINATION TO THE EXPIRATION
DATE OF THE TERM, BUT IN NO EVENT LESS THAN TWO TIMES THE SUM OF (X) EXECUTIVE'S
BASE SALARY AND (Y) ANNUAL BONUS; THE SEVERANCE PAYABLE SHALL BE COMPUTED BASED
UPON (A) EXECUTIVE'S HIGHEST BASE SALARY IN EFFECT AT ANY TIME DURING HIS
EMPLOYMENT WITH THE COMPANY AND (B)
EXECUTIVE'S ANNUAL BONUS, IF ANY, RECEIVED
FOR THE MOST RECENT COMPLETED FISCAL YEAR OF THE COMPANY PRIOR TO THE DATE OF
TERMINATION;
(III) CONTINUED COVERAGE FOR A PERIOD OF TWELVE MONTHS COMMENCING ON THE DATE OF
TERMINATION (A) FOR EXECUTIVE (AND HIS ELIGIBLE DEPENDENTS, IF ANY) UNDER THE
COMPANY'S HEALTH PLANS ON THE SAME BASIS AS SUCH COVERAGE IS MADE AVAILABLE TO
EXECUTIVES EMPLOYED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, CO-PAYS,
DEDUCTIBLES AND OTHER REQUIRED PAYMENTS AND LIMITATIONS) AND (B) UNDER ANY
COMPANY LIFE INSURANCE PLAN IN WHICH EXECUTIVE WAS PARTICIPATING IMMEDIATELY
PRIOR TO THE DATE OF TERMINATION; AND
(IV) FULL VESTING OF ALL OPTIONS AND RESTRICTED SHARES PREVIOUSLY GRANTED TO
EXECUTIVE.
4
(C)
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE
FOLLOWING DEFINITIONS SHALL APPLY:
(I)
"CAUSE" SHALL MEAN: (A) EXECUTIVE'S WILLFUL AND CONTINUING FAILURE
(EXCEPT WHERE DUE TO PHYSICAL OR MENTAL INCAPACITY) TO SUBSTANTIALLY PERFORM HIS
DUTIES HEREUNDER WHICH IS NOT REMEDIED WITHIN 15 DAYS AFTER RECEIPT OF WRITTEN
NOTICE FROM THE COMPANY SPECIFYING SUCH FAILURE; (B) EXECUTIVE'S WILLFUL
MALFEASANCE OR GROSS NEGLECT IN THE PERFORMANCE OF HIS DUTIES HEREUNDER; (C)
EXECUTIVE'S CONVICTION OF, OR PLEA OF GUILTY OR NOLO CONTENDERE