THE GRANT.
Other than as may be provided under Section 3(i) or 4 or as expressly provided
in this Section 7(a), the Employer shall have no further obligations hereunder
following such termination.
(B)
TERMINATION BY THE EMPLOYER FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON.
IF (I) EXECUTIVE IS TERMINATED BY THE EMPLOYER FOR CAUSE PURSUANT TO
SECTION 6(A)(III) ABOVE, OR (II) EXECUTIVE VOLUNTARILY TERMINATES HIS EMPLOYMENT
HEREUNDER WITHOUT GOOD REASON PURSUANT TO SECTION 6(B)(II) ABOVE, THEN THE
EMPLOYMENT PERIOD SHALL TERMINATE AS OF THE EFFECTIVE DATE SET FORTH IN THE
WRITTEN NOTICE OF SUCH TERMINATION (THE "TERMINATION DATE") AND EXECUTIVE SHALL
BE ENTITLED TO RECEIVE HIS EARNED AND ACCRUED BUT UNPAID BASE SALARY AT THE RATE
THEN IN EFFECT UNTIL THE TERMINATION DATE.
IN ADDITION, IN SUCH EVENT,
EXECUTIVE SHALL BE ENTITLED (I) TO RECEIVE ANY EARNED AND ACCRUED BUT UNPAID
INCENTIVE COMPENSATION OR BONUSES, PAYABLE AT SUCH TIMES AS WOULD HAVE APPLIED
WITHOUT REGARD TO SUCH TERMINATION, EXCEPT THAT, NOTWITHSTANDING THE FOREGOING,
NO AMOUNTS SHALL BE PAYABLE UNDER THIS CLAUSE (I) IN THE CASE OF A TERMINATION
BY THE EMPLOYER FOR CAUSE UNDER CLAUSE (I) OR (II) OF SECTION 6(A)(III) (FOR THE
AVOIDANCE OF DOUBT, THE FOREGOING PROVISIONS OF THIS CLAUSE (I) SHALL NOT REFER
TO GRANTS UNDER THE EMPLOYER'S OUTPERFORMANCE PLAN, WHICH SHALL APPLY IN
ACCORDANCE WITH ITS TERMS AS IN EFFECT FROM TIME TO TIME), (II) TO EXERCISE ANY
OPTIONS WHICH HAVE VESTED AS OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT AND
ARE EXERCISABLE TO THE EXTENT PROVIDED BY AND OTHERWISE IN ACCORDANCE WITH THE
TERMS OF THE APPLICABLE OPTION GRANT AGREEMENT OR PLAN, AND (III) TO RETAIN ANY
RESTRICTED SHARES OF THE EMPLOYER'S STOCK WHICH HAVE VESTED AS OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
OTHER THAN
AS MAY BE PROVIDED UNDER
SECTION 3(I) OR 4 OR AS EXPRESSLY PROVIDED IN THIS SECTION 7(B), THE EMPLOYER
SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER FOLLOWING SUCH TERMINATION.
(C)
TERMINATION BY REASON OF DEATH.
IF EXECUTIVE'S EMPLOYMENT TERMINATES DUE
TO HIS DEATH, (I) THE EMPLOYER SHALL PAY EXECUTIVE'S BASE SALARY PLUS ANY
APPLICABLE PRO RATA PORTION OF THE ANNUAL PERFORMANCE BONUS DESCRIBED IN
SECTION 3(B) ABOVE FOR A PERIOD OF SIX MONTHS FROM THE DATE OF HIS DEATH, OR
SUCH LONGER PERIOD AS THE BOARD MAY DETERMINE, TO EXECUTIVE'S ESTATE OR TO A
BENEFICIARY DESIGNATED BY EXECUTIVE IN WRITING PRIOR TO HIS DEATH, AND (II) SUCH
ESTATE OR BENEFICIARY SHALL BE ENTITLED TO ANY PROCEEDS FROM APPLICABLE LIFE
INSURANCE ON THE LIFE OF EXECUTIVE (OR ALTERNATIVE COVERAGE) AS CONTEMPLATED BY
SECTION 3(H).
IN THE CASE OF SUCH A TERMINATION, (I) 22,500 OF THE 127,500
SHARES OF RESTRICTED STOCK GRANTED TO EXECUTIVE BEFORE THE DATE HEREOF IF THEN
UNVESTED SHALL FULLY VEST, AND (II) AS APPLICABLE, EXECUTIVE SHALL BE ENTITLED
TO RECEIVE THE CASH AMOUNT DESCRIBED IN THE LAST SENTENCE OF SECTION 3(D) WITH
RESPECT TO THE RESTRICTED SHARES REFERENCED IN SUCH SECTION 3(D) (FOR THE
AVOIDANCE OF DOUBT, THE FOREGOING CLAUSES (I) AND (II) SHALL NOT REFER TO GRANTS
UNDER