WITH SECTION 3(B),
EXECUTIVE'S PREVIOUSLY ISSUED, BUT CURRENTLY UNVESTED OPTIONS GRANTED PURSUANT
TO THE COMPANY'S STOCK OPTION PLANS SHALL CONTINUE TO VEST IN ACCORDANCE WITH
THEIR TERMS DURING THE PERIOD SET FORTH IN SECTION 3(B), PLUS (IV) REIMBURSEMENT
FOR REASONABLE ATTORNEY'S FEE INCURRED BY EXECUTIVE IN THE NEGOTIATION OF THIS
AGREEMENT.
(B)
THE BENEFITS SET FORTH IN SECTION 2(A)(II) ABOVE, WHICH PROVIDE
FOR NINE (9) MONTHS OF MEDICAL INSURANCE OR, ALTERNATIVELY, COBRA COVERAGE FOR
EXECUTIVE SHALL, IN ADDITION, INCLUDE SUCH BENEFITS FOR THOSE OF EXECUTIVE'S
DEPENDENTS WHO ARE CURRENTLY INCLUDED IN EXECUTIVE'S MEDICAL INSURANCE COVERAGE
AND WHICH WOULD BE SUBJECT TO COBRA TO THE EXTENT SUCH BENEFITS OTHERWISE ARE IN
EFFECT FOR EXECUTIVE AS OF THE EFFECTIVE DATE, UNDERSTANDING, HOWEVER, THAT
EXECUTIVE IS RESPONSIBLE FOR COMPLYING WITH ALL TERMS AND CONDITIONS OF ANY SUCH
INSURANCE PLAN.
(C)
THE SALARY CONTINUANCE PROVIDED IN SECTION 2(A)(I) AND MEDICAL
INSURANCE OR COBRA PAYMENTS PROVIDED IN SECTION 2(A)(II) SHALL CONTINUE ONLY
UNTIL SUCH TIME AS EXECUTIVE SHALL PERFORM ANY
SERVICES FOR A "COMPETING BUSINESS" AS HEREINAFTER DEFINED IN SECTION 4(A)(I),
WITHOUT HAVING RECEIVED THE PRIOR WRITTEN CONSENT OF THE PRESIDENT OF THE
COMPANY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD. THE RENDERING OF
CONSULTING OR OTHER SERVICES TO ANY COMPETING BUSINESS, WITHOUT FIRST HAVING
OBTAINED PRIOR WRITTEN CONSENT FOR SUCH ACTIVITY FROM THE PRESIDENT OF THE
COMPANY, SHALL ENTITLE THE COMPANY TO TERMINATE ALL REMAINING SALARY
CONTINUANCE, MEDICAL INSURANCE OR COBRA BENEFIT PAYMENTS AND TO SEEK RESTITUTION
FOR ANY SUCH PAYMENTS MADE TO EXECUTIVE SUBSEQUENT TO SUCH JOB ACCEPTANCE OR
PERFORMANCE OF SERVICES FOR A COMPETING BUSINESS. IN THE EVENT OF EXECUTIVE'S
DEATH, ANY REMAINING SALARY CONTINUANCE PAYMENTS SHALL BE MADE TO HIS ESTATE AND
THE MEDICAL INSURANCE OR COBRA PAYMENTS PROVIDED IN SECTION 2(A)(II) SHALL
CONTINUE FOR HIS DEPENDENTS.
(D)
ANY SALARY CONTINUANCE PAYMENTS SHALL BE MADE IN ACCORDANCE WITH
THE USUAL PAYROLL PRACTICES WHICH WERE APPLICABLE PRIOR TO TERMINATION. EXCEPT
AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ANY AND ALL PAYMENTS MADE PURSUANT
TO THIS AGREEMENT SHALL BE NET OF ANY AND ALL APPLICABLE FEDERAL, STATE AND
LOCAL PAYROLL AND WITHHOLDING TAXES.
(E)
THE SEVERANCE OBLIGATIONS OF THE COMPANY SET FORTH IN PARAGRAPHS
2(A), 2(B) AND 2(C) HEREIN SHALL CONSTITUTE THE TOTAL PAYMENT AND SEVERANCE
OBLIGATIONS UNDER THIS AGREEMENT, WHICH REPRESENT PAYMENTS AND OBLIGATIONS THAT
EXECUTIVE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE FROM THE COMPANY.
ACCORDINGLY, EXECUTIVE UNDERSTANDS AND WARRANTS THAT NO AMOUNT OTHER THAN AS SET
FORTH IN THIS SECTION 2 (WHICH SUPERCEDES AND GOES BEYOND POST-TERMINATION
BENEFITS OTHERWISE AVAILABLE TO EXECUTIVE) IS OR SHALL BE DUE OR CLAIMED TO BE
DUE FROM THE COMPANY AND/OR FROM ANY OTHER PERSON OR ENTITY RELEASED IN
PARAGRAPH 5 BELOW WITH RESPECT TO ANY CLAIM OR CLAIMS RELEASED IN SECTION 5
BELOW, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS FOR ATTORNEYS' FEES AND
THE COSTS OF LITIGATION THAT HE MAY HAVE UNDER ANY FEDERAL, STATE OR LOCAL LAW,
COMMON LAW OR IN EQUITY.
3.
ADVISORY SERVICES
(A)
EFFECTIVE WITH EXECUTIVE'S TERMINATION