or if no such plan exists, if the Executive is unable to
perform, by reason of physical or mental incapacity, the essential functions of
his position for ninety (90) or more days in any one hundred twenty (120) day
period.
If the Employment Period is terminated pursuant to this Section
11(c),the Company shall have no further obligations to Executive except for Base
Salary and benefits accrued through the date of termination.
(D)
TERMINATION BY THE COMPANY WITHOUT DUE CAUSE.
THE COMPANY MAY
TERMINATE THE EMPLOYMENT PERIOD WITHOUT DUE CAUSE UPON THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO THIS SECTION
11(D), THEN EXECUTIVE WILL BE ENTITLED TO RECEIVE AS SEVERANCE PAY HIS BASE
SALARY AT THE ANNUAL RATE THEN IN EFFECT FOR A PERIOD OF TWELVE (12) MONTHS
FOLLOWING THE TERMINATION OF HIS EMPLOYMENT (THE "SEVERANCE PERIOD"), PAYABLE IN
ACCORDANCE WITH THE COMPANY'S PAYROLL POLICY FROM TIME TO TIME IN EFFECT.
UPON
A TERMINATION UNDER THIS SECTION 11(D), THE COMPANY MAY ELECT, WITHIN THIRTY
(30) DAYS OF THE TERMINATION OF THE EMPLOYMENT PERIOD, TO EXTEND THE DURATION OF
THE RESTRICTED PERIOD FOR UP TO AN ADDITIONAL TWELVE (12) MONTH PERIOD BY SO
NOTIFYING EXECUTIVE.
IF THE COMPANY ELECTS TO EXTEND THE RESTRICTED PERIOD, THE
AMOUNT OF SEVERANCE PAY SHALL BE INCREASED BY ONE-TWELFTH (1/12) OF HIS BASE
SALARY, AT THE ANNUAL RATE THEN IN EFFECT, FOR EACH MONTH BY WHICH THE
RESTRICTED PERIOD IS EXTENDED.
IN ADDITION, IF THE EXECUTIVE ELECTS COBRA
CONTINUATION COVERAGE, THE COMPANY SHALL PAY FOR SUCH COVERAGE THROUGH THE
SEVERANCE PERIOD AT THE SAME RATE AS IT PAYS FOR HEALTH INSURANCE COVERAGE FOR
ITS ACTIVE EMPLOYEES (WITH THE EXECUTIVE REQUIRED TO PAY FOR ANY EMPLOYEE PAID
PORTION OF SUCH COVERAGE).
NOTHING HEREIN PROVIDED, HOWEVER, SHALL BE CONSTRUED
TO EXTEND THE PERIOD OF TIME OVER WHICH SUCH COBRA CONTINUATION COVERAGE
OTHERWISE MAY BE PROVIDED TO THE EXECUTIVE AND/OR HER DEPENDENTS.
NOTWITHSTANDING THE ABOVE, EXECUTIVE SHALL RECEIVE SUCH AMOUNTS ONLY IF
EXECUTIVE IS NOT IN MATERIAL BREACH OF ANY OF THE PROVISIONS OF THE
CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT AND SECTION 9 OF THIS
EMPLOYMENT AGREEMENT AND HAS COMPLIED WITH SECTION 11(F) OF THIS EMPLOYMENT
AGREEMENT.
(E)
VOLUNTARY RESIGNATION BY EXECUTIVE.
EXECUTIVE MAY TERMINATE THE
EMPLOYMENT PERIOD AT ANY TIME FOR ANY REASON UPON THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO THIS
SECTION 11(E), THE COMPANY SHALL HAVE NO FURTHER OBLIGATION TO EXECUTIVE EXCEPT
FOR BASE SALARY AND BENEFITS ACCRUED THROUGH THE DATE OF TERMINATION; PROVIDED,
HOWEVER, THAT IF EXECUTIVE IS TERMINATING THE EMPLOYMENT PERIOD FOR GOOD REASON
(AS DEFINED BELOW), THEN EXECUTIVE WILL BE ENTITLED TO RECEIVE THE SEVERANCE
BENEFITS ON THE TERMS AND SUBJECT TO ALL OF THE CONDITIONS AND RIGHTS AS
DESCRIBED IN SECTION 11(D).
THE
6
FOLLOWING EVENTS WILL BE DEEMED "GOOD REASON" FOR WHICH EXECUTIVE MAY TERMINATE
THE EMPLOYMENT PERIOD AND RECEIVE THE SEVERANCE PAYMENTS SET FORTH IN SECTION
11(D):
(I)
A MATERIAL DIMINUTION OF THE EXECUTIVE'S
DUTIES, RESPONSIBILITIES,