AMOUNT OF
BASE SALARY
7
EXECUTIVE WOULD HAVE BEEN ENTITLED TO RECEIVE HAD HE REMAINED AN EMPLOYEE OF THE
COMPANY THROUGH NOVEMBER 15, 2007, PAYABLE IN ACCORDANCE WITH THE COMPANY'S
REGULAR PAYROLL PRACTICES (SUCH LESSER AMOUNT OF TIME, THE "SEVERANCE PERIOD").
DURING THE SEVERANCE PERIOD, THE EXECUTIVE SHALL BE ENTITLED TO CONTINUE TO
RECEIVE HIS THEN CURRENT HEALTH, LIFE AND DISABILITY INSURANCE BENEFITS OR, IN
THE CASE OF HEALTH INSURANCE BENEFITS, PAYMENT BY THE COMPANY OF APPLICABLE
"COBRA" PAYMENTS.
(F)
[INTENTIONALLY OMITTED]
(G)
TERMINATION BY EXECUTIVE.
IN THE EVENT THAT
THE EXECUTIVE DESIRES TO RESIGN VOLUNTARILY FROM THE COMPANY, THE EXECUTIVE
COVENANTS TO PROVIDE THE COMPANY WITH NOT LESS THAN NINETY (90) DAYS WRITTEN
NOTICE OF ANY SUCH VOLUNTARY RESIGNATION; AND FURTHER THE EXECUTIVE COVENANTS TO
COOPERATE IN GOOD FAITH IN ORDER TO FACILITATE A SMOOTH TRANSFER OF AUTHORITY
DURING THE PERIOD FROM NOTICE OF RESIGNATION TO THE DATE OF TERMINATION.
IN THE
EVENT THAT THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE EXECUTIVE PURSUANT TO
THIS SECTION 11(F), THEN THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE AN AMOUNT
PAYABLE IN A LUMP SUM WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE DATE OF
TERMINATION, EQUAL TO THE SUM OF ANY ACCRUED AND UNPAID BASE SALARY AS
CONTEMPLATED BY SECTION 3(A), ANY ACCRUED VACATION AND UNPAID EXPENSES AS
CONTEMPLATED BY SECTION 5 AND ANY ACCRUED BONUS PAYMENTS.
(H)
[INTENTIONALLY OMITTED].
(I)
RELEASE.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, THE EXECUTIVE (OR HIS ESTATE) SHALL
NOT BE ENTITLED TO RECEIVE THE PAYMENTS AND BENEFITS SET FORTH IN THIS SECTION
11 (OTHER THAN BASE SALARY THROUGH THE EFFECTIVE DATE OF TERMINATION IN
ACCORDANCE WITH SECTION 3(A) HEREOF AND REIMBURSEMENT OF EXPENSES IN ACCORDANCE
WITH SECTION 5) PRIOR TO (I) THE EXECUTION AND DELIVERY BY THE EXECUTIVE TO THE
COMPANY OF A
VALID AND FULLY EFFECTIVE GENERAL RELEASE AND NONDISPARAGEMENT
AGREEMENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) OF ALL
CLAIMS, INCLUDING BUT NOT LIMITED TO THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, WHICH THE EXECUTIVE MIGHT HAVE AT
SUCH TIME AGAINST THE COMPANY AND (II) THE RESIGNATION OF THE EXECUTIVE FROM ALL
POSITIONS OF ANY NATURE WHICH THE EXECUTIVE MAY THEN HAVE HELD WITH THE COMPANY
AND ANY SUBSIDIARY OF THE COMPANY.
(J)
[INTENTIONALLY OMITTED].
12.
SURVIVAL.
EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT, NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT OR THE
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE'S OBLIGATIONS UNDER
SECTIONS 2(B), 7, 8 AND 9 HEREOF SHALL SURVIVE AND REMAIN IN FULL FORCE AND
EFFECT FOR THE PERIODS THEREIN PROVIDED, AND THE PROVISIONS FOR EQUITABLE RELIEF
AGAINST THE EXECUTIVE IN SECTION 10 HEREOF SHALL CONTINUE IN FORCE, ALONG WITH
THE PROVISIONS OF SECTIONS 12 THROUGH 20 HEREOF.
IN ADDITION, THE OBLIGATIONS
OF THE COMPANY SET FORTH IN SECTION 11 SHALL SURVIVE ANY TERMINATION (AS
APPLICABLE) AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL SUCH OBLIGATIONS ARE
SATISFIED IN FULL (SUBJECT, AS APPLICABLE, TO THE EXECUTIVE'S COMPLIANCE WITH