SHALL BE ENTITLED TO ANY BENEFITS TO WHICH HE IS ENTITLED UNDER THE
TERMS OF ANY APPLICABLE EMPLOYEE BENEFIT PLAN OR PROGRAM OR APPLICABLE LAW.
B.
EXCEPT AS PROVIDED IN SECTION 7(A), UPON TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE DUE TO
GOOD REASON, IN ADDITION TO THE AMOUNT SET FORTH IN SECTION 6(A), THE COMPANY
SHALL BE OBLIGATED TO PAY, AND THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE, (I)
BASE SALARY FOR A PERIOD OF THREE YEARS AND (II) CONTINUED MEDICAL AND DENTAL
BENEFITS FOR A PERIOD OF THREE YEARS AT NO COST TO THE EXECUTIVE.
THE COMPANY
MAY CEASE ALL PAYMENTS OF BASE SALARY AND BONUS UNDER THIS SECTION 6(B) IN THE
EVENT OF A WILLFUL BREACH BY THE EXECUTIVE OF THE PROVISIONS OF SECTIONS 8, 9 OR
10 OF THIS AGREEMENT OR ANY INADVERTENT BREACH THAT CONTINUES AFTER NOTICE GIVEN
TO THE EXECUTIVE BY THE COMPANY.
AS A CONDITION PRECEDENT TO THE RECEIPT OF ANY
OF THE SEVERANCE BENEFITS HEREUNDER THE EXECUTIVE HEREBY AGREES TO EXECUTE A
RELEASE OF CLAIMS AGAINST THE COMPANY AND ITS AFFILIATES IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY.
C.
IN THE EVENT EXECUTIVE ELECTS TO TERMINATE EMPLOYMENT AS SET FORTH
IN SECTION 5(F) THEN IN SUCH EVENT ANY OPTIONS NOT VESTED AS SET FORTH IN
SECTION 3(B) SHALL TERMINATE.
D.
UPON ANY TERMINATION OR EXPIRATION OF THE EXECUTIVE'S EMPLOYMENT
HEREUNDER PURSUANT TO SECTION 5, THE EXECUTIVE SHALL HAVE NO FURTHER LIABILITY
OR OBLIGATION UNDER OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER,
THAT THE EXECUTIVE SHALL CONTINUE TO BE SUBJECT TO THE PROVISIONS OF SECTIONS 8,
9, 10, 11 AND 12 HEREOF (IT BEING UNDERSTOOD AND AGREED THAT SUCH PROVISIONS
SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR ANY REASON).
UPON ANY VOLUNTARY TERMINATION BY THE EXECUTIVE
(OTHER THAN A RESIGNATION BY THE EXECUTIVE FOR GOOD REASON), OR EXPIRATION OF
EXECUTIVE'S EMPLOYMENT AGREEMENT, THE COMPANY SHALL HAVE NO FURTHER LIABILITY
UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT TO PAY THE PORTION OF THE
EXECUTIVE'S BASE SALARY EARNED OR ACCRUED AT THE DATE OF TERMINATION.
SECTION
7.
CHANGE OF CONTROL.
A.
IN THE EVENT THAT, DURING THE EFFECTIVE PERIOD (AS HEREINAFTER
DEFINED), THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE
OR BY THE EXECUTIVE FOR GOOD REASON, IN LIEU OF THE AMOUNT SET FORTH IN SECTION
6(B), THE EXECUTIVE SHALL IMMEDIATELY BECOME ENTITLED TO THE FOLLOWING BENEFITS:
(1)
THE OUTSTANDING OPTIONS TO ACQUIRE SHARES OF THE COMPANY HELD BY
THE EXECUTIVE UNDER ANY SHARE OPTION PLAN AND GRANTED ON OR PRIOR TO THE CHANGE
OF CONTROL SHALL BECOME IMMEDIATELY FULLY EXERCISABLE AND SHALL REMAIN
EXERCISABLE FOR THREE YEARS AFTER TERMINATION OF EMPLOYMENT OR, IF LESS, THEIR
REMAINING TERM;
(2)
A LUMP-PAYMENT EQUAL TO THREE TIMES: (A) THE EXECUTIVE'S THEN
CURRENT BASE SALARY OR (B) $360,000, WHICHEVER IS GREATER;
(3)
A LUMP-SUM PAYMENT EQUAL TO THREE TIMES THE HIGHEST ANNUAL BONUS
ALLOWED UNDER THE EXECUTIVE BONUS PLAN