EXTENDED BENEFITS PERIOD DEFINED ABOVE, THE COMPANY
SHALL CONTINUE TO PROVIDE BENEFITS TO THE EMPLOYEE IN ACCORDANCE WITH ANY
APPLICABLE LIFE INSURANCE, ACCIDENT AND/OR DISABILITY PLANS UNDER WHICH THE
EMPLOYEE WAS ELIGIBLE AS OF THE DATE OF TERMINATION CONSISTENT WITH SUCH
BENEFITS AS MAY BE PROVIDED TO ACTIVE AND SIMILARLY SITUATED EMPLOYEES COVERED
BY SUCH PLANS; PROVIDED, HOWEVER, THAT IF SUCH PLANS DO NOT PERMIT CONTINUED
COVERAGE OF THE EMPLOYEE FOLLOWING THE DATE OF TERMINATION, THE COMPANY SHALL
INSTEAD REIMBURSE THE EMPLOYEE FOR THE REASONABLE COST OF PURCHASING
SUBSTANTIALLY COMPARABLE COVERAGE DURING THE EXTENDED BENEFITS PERIOD. THE
EMPLOYEE AGREES THAT SHE SHALL NOTIFY THE COMPANY IN WRITING IMMEDIATELY
FOLLOWING THE DATE ON WHICH SHE BECOMES ELIGIBLE FOR LIFE INSURANCE, ACCIDENT
AND/OR DISABILITY COVERAGE THROUGH ANOTHER EMPLOYER. THE BENEFITS PROVIDED
AND/OR PAYMENTS MADE UNDER THIS SUBSECTION SHALL BE IN INSTALLMENTS IN
ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL PRACTICES, BEGINNING WITH THE
PAYROLL DATE FOLLOWING THE 30TH DAY AFTER THE DATE OF TERMINATION; AND
(D)
THE EMPLOYEE SHALL BE ENTITLED TO IMMEDIATE VESTING OF ANY
UNVESTED OPTION SHARES, RESTRICTED SHARES AND ANY FUTURE GRANTS AWARDED TO THE
EMPLOYEE. ALL SUCH EQUITY AWARDS (WHETHER STOCK OPTIONS OR RESTRICTED STOCK
GRANTS) WILL REMAIN EXERCISABLE IN ACCORDANCE WITH THE APPLICABLE STOCK OPTION
PLAN OR GRANT AGREEMENT.
6.3
INJUNCTIVE RELIEF. THE COMPANY AND THE EMPLOYEE AGREE THAT ANY
BREACH OF SECTION 6 OF THIS AGREEMENT BY THE COMPANY IS LIKELY TO CAUSE THE
EMPLOYEE SUBSTANTIAL AND IRREVOCABLE DAMAGE AND THEREFORE, IN THE EVENT OF ANY
SUCH BREACH, IN ADDITION TO SUCH OTHER REMEDIES WHICH MAY BE AVAILABLE, THE
EMPLOYEE SHALL HAVE THE RIGHT TO SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF.
7.
MITIGATION. THE EMPLOYEE SHALL NOT BE REQUIRED TO MITIGATE THE
AMOUNT OF ANY PAYMENT OR BENEFITS PROVIDED FOR IN SECTIONS 5 OR 6 BY SEEKING
OTHER EMPLOYMENT OR OTHERWISE EXCEPT WITH REGARD TO MEDICAL AND DENTAL COVERAGE
IF NEW EMPLOYMENT IS OBTAINED.
8.
SURVIVAL. THE PROVISIONS OF SECTIONS 5, 6, 9 (INCLUDING EXHIBIT A
REFERENCED IN SECTION 9) AND 10 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
FOR ANY REASON.
9.
NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND
DEVELOPMENTS. THE EMPLOYEE HEREBY RESTATES AND REAFFIRMS ALL OF HIS/HER
OBLIGATIONS PURSUANT TO THE EMPLOYEE NONDISCLOSURE, NONCOMPETITION AND
ASSIGNMENT OF INVENTIONS AGREEMENT DATED AS OF
BETWEEN THE
COMPANY AND THE EMPLOYEE AND ATTACHED HERETO AS EXHIBIT A (THE "NONDISCLOSURE
AGREEMENT") AND ACKNOWLEDGES THAT THE NONDISCLOSURE AGREEMENT REMAINS IN FULL
FORCE AND EFFECT AND IS INCORPORATED FULLY HEREIN.
10.
NOTICES. ANY NOTICE DELIVERED UNDER THIS AGREEMENT SHALL BE DEEMED
DULY DELIVERED THREE (3) BUSINESS DAYS AFTER IT IS SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR ONE (1) BUSINESS
DAY AFTER IT IS SENT FOR NEXT-BUSINESS DAY DELIVERY SIGNATURE REQUIRED VIA A
REPUTABLE NATIONWIDE OVERNIGHT COURIER SERVICE, IN EACH CASE TO THE ADDRESS OF
THE RECIPIENT SET FORTH IN THE INTRODUCTORY PARAGRAPH HERETO. EITHER PARTY MAY
CHANGE THE ADDRESS TO WHICH NOTICES ARE TO BE DELIVERED BY GIVING NOTICE OF SUCH
CHANGE TO THE OTHER PARTY IN