ANY UNREIMBURSED EXPENSES, AND
(C) SEVERANCE, SUBJECT TO THE EMPLOYEE'S EXECUTION AND DELIVERY OF A RELEASE IN
THE FORM THEN DEEMED APPROPRIATE BY THE COMPANY AND IN EXCHANGE FOR CONSULTING
SERVICES OF THE EMPLOYEE, CONSISTING OF (1) CONTINUATION OF HIS SALARY, AT THE
RATE IN EFFECT ON THE DATE OF THE TERMINATION WITHOUT CAUSE, FOR 12 MONTHS
COMMENCING ON THE DATE NEXT FOLLOWING THE DATE OF THE TERMINATION WITHOUT CAUSE
(THE "SEVERANCE PERIOD") AND (2) CONTINUED PARTICIPATION ON THE SAME TERMS AND
CONDITIONS AS ARE IN EFFECT IMMEDIATELY PRIOR TO THE TERMINATION WITHOUT CAUSE
IN THE COMPANY'S HEALTH AND MEDICAL PLANS PROVIDED TO THE EMPLOYEE PURSUANT TO
SECTION 3(E) ABOVE AT THE TIME OF SUCH TERMINATION WITHOUT CAUSE THROUGH THE
EXPIRATION OF THE SEVERANCE PERIOD, OR UNTIL THE EMPLOYEE BECOMES ELIGIBLE TO
PARTICIPATE IN A SUBSEQUENT EMPLOYER'S BENEFIT PLAN, WHICHEVER OCCURS FIRST.
FOR THE AVOIDANCE OF DOUBT, EMPLOYEE IS ENTITLED TO THE BENEFITS OF SUBSECTIONS
(A), (B) AND (C) HEREIN IF EMPLOYEE'S EMPLOYMENT IS TERMINATED WITHOUT CAUSE AT
ANY TIME ON OR AFTER THE EFFECTIVE DATE.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE COMPANY SHALL HAVE NO OBLIGATION TO CONTINUE TO MAINTAIN
DURING THE SEVERANCE PERIOD ANY PLAN, PROGRAM OR LEVEL OF BENEFITS SOLELY AS A
RESULT OF THE PROVISIONS OF THIS AGREEMENT, BUT THIS PROVISION SHALL APPLY WITH
RESPECT TO ANY SUBSTITUTE OR REPLACEMENT PLAN.
(II)
THE DATE OF TERMINATION OF EMPLOYMENT
WITHOUT CAUSE SHALL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF TERMINATION TO
THE EMPLOYEE. FOR THE AVOIDANCE OF DOUBT, EMPLOYEE'S EMPLOYMENT WILL CONTINUE
UNTIL THE DATE SPECIFIED IN THE WRITTEN NOTICE OF TERMINATION TO THE EMPLOYEE.
(C)
TERMINATION DUE TO DISABILITY.
IN THE
EVENT OF THE EMPLOYEE'S DISABILITY, THE COMPANY SHALL BE ENTITLED TO TERMINATE
HIS EMPLOYMENT.
IN THE CASE THAT THE COMPANY TERMINATES THE EMPLOYEE'S
EMPLOYMENT DUE TO DISABILITY, THE EMPLOYEE SHALL BE ENTITLED TO HIS SALARY UP TO
AND INCLUDING THE DATE OF TERMINATION AS WELL AS ANY UNPAID EXPENSE
REIMBURSEMENTS.
AS USED IN THIS SECTION 4(C), THE TERM "DISABILITY" SHALL MEAN
THE COMPANY'S DETERMINATION THAT DUE TO PHYSICAL OR MENTAL ILLNESS OR
INCAPACITY, WHETHER TOTAL OR PARTIAL, THE EMPLOYEE IS SUBSTANTIALLY UNABLE TO
PERFORM HIS DUTIES HEREUNDER FOR A PERIOD OF 90 CONSECUTIVE DAYS OR SHORTER
PERIODS AGGREGATING 90 DAYS DURING ANY PERIOD OF 180 CONSECUTIVE DAYS.
(D)
DEATH.
EXCEPT AS PROVIDED IN THIS
SECTION 4(D), NO SALARY OR BENEFITS SHALL BE PAYABLE UNDER THIS AGREEMENT
FOLLOWING THE DATE OF THE EMPLOYEE'S DEATH.
IN THE EVENT OF THE EMPLOYEE'S
DEATH, ANY SALARY EARNED BY THE EMPLOYEE UP TO THE DATE OF DEATH, AS WELL AS ANY
UNREIMBURSED EXPENSES, SHALL BE PAID TO THE EMPLOYEE'S ESTATE OR EMPLOYEE'S
NAMED BENEFICIARY WITHIN A REASONABLE PERIOD FOLLOWING HIS DEATH.
5.
PROTECTION OF THE COMPANY'S INTEREST
(A)
EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTION AGREEMENT.
THE EMPLOYEE HEREBY ACKNOWLEDGES THAT HE HAS PREVIOUSLY
EXECUTED AND DELIVERED TO THE COMPANY
4
THE COMPANY'S EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION AGREEMENT (THE
"CONFIDENTIALITY AGREEMENT"), WHICH IS ATTACHED HERETO AS ANNEX