EXECUTIVE WILL BE
AUTOMATICALLY TERMINATED AND COMPLETELY EXTINGUISHED.
(A)
SEVERANCE PACKAGE.
THE SEVERANCE PACKAGE
WILL CONSIST OF THE FOLLOWING:
(I)
SEVERANCE PAYMENT.
EXECUTIVE WILL
RECEIVE A SEVERANCE PAYMENT EQUIVALENT TO ONE YEAR OF EXECUTIVE'S BASE SALARY
THEN IN EFFECT ON THE DATE OF TERMINATION, LESS REQUIRED DEDUCTIONS FOR STATE
AND FEDERAL WITHHOLDING TAX, SOCIAL SECURITY AND ALL OTHER EMPLOYMENT TAXES AND
PAYROLL DEDUCTIONS, PAYABLE IN ACCORDANCE WITH COMPANY'S REGULAR PAYROLL CYCLE.
(II)
BONUS PAYMENT.
EXECUTIVE WILL RECEIVE A
BONUS PAYMENT EQUIVALENT TO THE AMOUNT OF EXECUTIVE'S BONUS FOR THE IMMEDIATELY
PRECEDING YEAR, LESS REQUIRED DEDUCTIONS FOR STATE AND FEDERAL WITHHOLDING TAX,
SOCIAL SECURITY AND ALL OTHER EMPLOYMENT TAXES AND PAYROLL DEDUCTIONS, PAYABLE
IN A LUMP SUM PAYMENT WITHIN THREE MONTHS OF THE DATE OF TERMINATION.
(III)
CONTINUATION OF GROUP HEALTH BENEFITS.
EXECUTIVE WILL CONTINUE TO RECEIVE GROUP HEALTH INSURANCE BENEFITS ON THE SAME
TERMS AS DURING EXECUTIVE'S EMPLOYMENT FOR ONE YEAR FOLLOWING THE DATE OF
TERMINATION, PROVIDED COMPANY'S INSURANCE CARRIER ALLOWS FOR SUCH BENEFITS
CONTINUATION.
IN THE EVENT COMPANY'S INSURANCE CARRIER DOES NOT ALLOW SUCH
COVERAGE CONTINUATION, COMPANY AGREES TO PAY THE PREMIUMS REQUIRED TO CONTINUE
EXECUTIVE'S GROUP HEALTH CARE COVERAGE FOR THE ONE-YEAR PERIOD, UNDER THE
APPLICABLE PROVISIONS OF THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF
1985 ("COBRA"), PROVIDED THAT EXECUTIVE ELECTS TO CONTINUE AND REMAINS ELIGIBLE
FOR THESE BENEFITS UNDER COBRA, AND DOES NOT OBTAIN HEALTH COVERAGE THROUGH
ANOTHER EMPLOYER DURING THIS PERIOD.
(B)
CONDITIONS TO RECEIVE SEVERANCE PACKAGE.
EXECUTIVE WILL BE ELIGIBLE FOR THE SEVERANCE PACKAGE PROVIDED THAT EXECUTIVE:
(A) COMPLIES WITH ALL SURVIVING PROVISIONS OF THIS AGREEMENT AS SPECIFIED IN
SUBPARAGRAPH 14.8 BELOW; AND (B) EXECUTES A FULL GENERAL RELEASE, RELEASING ALL
CLAIMS, KNOWN OR UNKNOWN, THAT EXECUTIVE MAY HAVE AGAINST COMPANY ARISING OUT OF
OR ANY WAY RELATED TO EXECUTIVE'S EMPLOYMENT OR TERMINATION OF EMPLOYMENT WITH
COMPANY.
ALL OTHER COMPANY OBLIGATIONS TO EXECUTIVE WILL BE AUTOMATICALLY
TERMINATED AND COMPLETELY EXTINGUISHED.
7.3
VOLUNTARY RESIGNATION BY EXECUTIVE FOR GOOD
REASON/SEVERANCE.
EXECUTIVE MAY VOLUNTARILY RESIGN EXECUTIVE'S POSITION WITH
COMPANY FOR GOOD REASON AT ANY TIME ON 30 DAYS' ADVANCE WRITTEN NOTICE TO
COMPANY.
EXECUTIVE WILL BE DEEMED TO HAVE RESIGNED FOR GOOD REASON IF
RESIGNATION IS MADE WITHIN SIX (6) MONTHS FOLLOWING THE OCCURRENCE OF ANY OF THE
FOLLOWING CIRCUMSTANCES:
(I) COMPANY'S MATERIAL BREACH OF THIS AGREEMENT;
(II) EXECUTIVE'S BASE SALARY IS REDUCED BY MORE THAN 10% BELOW EXECUTIVE'S
SALARY AS PROVIDED FOR IN THIS AGREEMENT, UNLESS THE REDUCTION IS DUE TO A
VOLUNTARY CHANGE OF EXECUTIVE'S RESPONSIBILITIES; (III) EXECUTIVE'S POSITION
AND/OR DUTIES ARE MODIFIED SO THAT EXECUTIVE'S DUTIES ARE NO LONGER CONSISTENT
WITH THE POSITION OF A SENIOR EXECUTIVE OR EXECUTIVE NO LONGER REPORTS TO THE
CEO; OR (IV) COMPANY RELOCATES EXECUTIVE'S PRINCIPAL PLACE OF WORK TO A LOCATION
MORE THAN THIRTY (30) MILES FROM THE LOCATION SPECIFIED IN SUBPARAGRAPH 2.3,
WITHOUT EXECUTIVE'S PRIOR WRITTEN APPROVAL.
NOTWITHSTANDING THE FOREGOING, THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THIS SUBPARAGRAPH 7.3 SHALL NOT
CONSTITUTE VOLUNTARY RESIGNATION FOR GOOD
3
REASON UNLESS EXECUTIVE FIRST PROVIDES COMPANY WITH WRITTEN NOTICE OF