AS DESCRIBED ABOVE) BY PROVIDING
WRITTEN NOTICE TO EXECUTIVE THAT INDICATES IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES ALLEGED TO PROVIDE A BASIS FOR SUCH TERMINATION.
(D)
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT FOR OR WITHOUT GOOD REASON
BY PROVIDING WRITTEN NOTICE OF TERMINATION TO THE COMPANY THAT INDICATES IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES ALLEGED TO PROVIDE A BASIS FOR
SUCH TERMINATION.
IF EXECUTIVE IS ALLEGING A TERMINATION FOR GOOD REASON,
EXECUTIVE MUST PROVIDE WRITTEN NOTICE TO THE COMPANY OF THE EXISTENCE OF THE
CONDITION CONSTITUTING GOOD REASON WITHIN SIXTY (60) DAYS OF THE INITIAL
EXISTENCE OF SUCH CONDITION, AND THE COMPANY MUST HAVE A PERIOD OF AT LEAST
THIRTY (30) DAYS FOLLOWING RECEIPT OF SUCH NOTICE TO CURE SUCH CONDITION.
IF
THE COMPANY DOES NOT CURE THE CONDITION WITHIN SUCH THIRTY-DAY PERIOD,
EXECUTIVE'S TERMINATION OF EMPLOYMENT FROM THE COMPANY SHALL BE EFFECTIVE ON THE
DATE IMMEDIATELY FOLLOWING THE END OF SUCH CURE PERIOD.
5.
PAYMENTS UPON TERMINATION.
(A)
ENTITLEMENT TO SEVERANCE.
SUBJECT TO THE OTHER TERMS AND
CONDITIONS OF THIS AGREEMENT, EXECUTIVE SHALL BE ENTITLED TO THE ACCRUED
BENEFITS, AND TO THE SEVERANCE BENEFITS DESCRIBED IN SUBSECTION (C), IN EITHER
OF THE FOLLOWING CIRCUMSTANCES WHILE THIS AGREEMENT IS IN EFFECT:
(I)
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE, EXCEPT IN THE CASE OF DEATH OR DISABILITY; OR
5
(II)
EXECUTIVE TERMINATES HIS EMPLOYMENT WITH THE COMPANY FOR GOOD
REASON.
If Executive dies after receiving a notice by the Company that Executive is
being terminated without Cause, or after providing notice of termination for
Good Reason, the Executive's estate, heirs and beneficiaries shall be entitled
to the Accrued Benefits and the severance benefits described in subsection
(c) at the same time such amounts would have been paid or benefits provided to
Executive had he lived.
(B)
GENERAL RELEASE REQUIREMENT.
AS AN ADDITIONAL PREREQUISITE FOR
RECEIPT OF THE SEVERANCE BENEFITS DESCRIBED IN SUBSECTION (C), EXECUTIVE MUST
EXECUTE, DELIVER TO THE COMPANY, AND NOT REVOKE (TO THE EXTENT EXECUTIVE IS
ALLOWED TO DO SO) A GENERAL RELEASE.
(C)
SEVERANCE BENEFITS; TIMING AND FORM OF PAYMENT.
SUBJECT TO THE
LIMITATIONS IMPOSED BY SECTION 6, IF EXECUTIVE IS ENTITLED TO SEVERANCE
BENEFITS, THEN:
(I)
THE COMPANY SHALL PAY EXECUTIVE THE SEVERANCE PAYMENT IN A LUMP
SUM WITHIN TEN (10) DAYS FOLLOWING THE EXECUTIVE'S TERMINATION, OR IF LATER, THE
DATE ON WHICH THE GENERAL RELEASE IS NO LONGER REVOCABLE; AND
(II)
EXECUTIVE SHALL BE ENTITLED TO PAY PREMIUMS FOR COBRA
CONTINUATION COVERAGE FOR THE LENGTH OF SUCH COVERAGE AT THE SAME RATE AS IS
BEING CHARGED TO ACTIVE EMPLOYEES FOR SIMILAR COVERAGE.
All payments shall be subject to payroll taxes and other withholdings in
accordance with the Company's standard payroll practices and applicable law.
(D)
OTHER TERMINATION OF EMPLOYMENT.
IF EXECUTIVE'S EMPLOYMENT
TERMINATES FOR ANY REASON OTHER THAN THOSE DESCRIBED IN SUBSECTION (A), THE
EXECUTIVE (OR THE EXECUTIVE'S ESTATE, HEIRS AND BENEFICIARIES IN THE EVENT OF
HIS DEATH), SHALL BE ENTITLED TO RECEIVE ONLY THE ACCRUED BENEFITS.
6.
LIMITATIONS ON SEVERANCE