EFFECTED FOR CAUSE OR
ANY PURPORTED TERMINATION OF THE EXECUTIVE BY THE COMPANY WHICH IS EFFECTED FOR
CAUSE BUT FOR WHICH THE GROUNDS RELIED UPON ARE NOT VALID; OR (II) THE FAILURE
OF THE COMPANY TO OBTAIN THE ASSUMPTION OF THIS AGREEMENT BY ANY SUCCESSORS
CONTEMPLATED IN SECTION 8 BELOW.
(I)
TERMINATION DATE.
"TERMINATION DATE" SHALL MEAN THE EFFECTIVE DATE OF
ANY NOTICE OF TERMINATION DELIVERED BY ONE PARTY TO THE OTHER HEREUNDER.
2.
TERM OF AGREEMENT.
THE TERM OF THIS AGREEMENT (THE "TERM") SHALL
COMMENCE ON THE EFFECTIVE DATE AND SHALL CONTINUE UNTIL THE THIRD ANNIVERSARY OF
THE EFFECTIVE DATE;
PROVIDED, HOWEVER, THAT (I) IF THE PAYMENT OF BENEFITS HAS
BEEN TRIGGERED PURSUANT TO THIS AGREEMENT, THE TERM SHALL EXPIRE ON THE DATE
THAT ALL OBLIGATIONS OF THE PARTIES HERETO UNDER THIS AGREEMENT HAVE BEEN
SATISFIED; (II) IF A CHANGE OF CONTROL HAS OCCURRED, THE TERM SHALL EXPIRE ON
THE FIRST ANNIVERSARY OF THE CLOSE OF A CHANGE OF CONTROL (UNLESS BENEFITS ARE
TRIGGERED PRIOR TO SUCH FIRST ANNIVERSARY) OR (III) IF EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY IS TERMINATED BY THE COMPANY FOR CAUSE OR EXECUTIVE VOLUNTARILY
TERMINATES EMPLOYMENT AND SUCH TERMINATION DOES NOT QUALIFY AS AN INVOLUNTARY
TERMINATION, THEN THE TERM SHALL EXPIRE AS OF THE DATE OF SUCH TERMINATION.
IF THE AGREEMENT IS NOT EXTENDED IN WRITING BY THE PARTIES PRIOR TO THE
EXPIRATION OF THE TERM, THE AGREEMENT WILL TERMINATE AND BE OF NO FURTHER FORCE
OR EFFECT AT THE END OF THE TERM.
3.
AT-WILL EMPLOYMENT.
NOTHING IN THIS AGREEMENT ALTERS THE AT-WILL NATURE
OF EXECUTIVE'S EMPLOYMENT.
EITHER THE COMPANY OR THE EXECUTIVE CAN TERMINATE
THE EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR
WITHOUT ADVANCE NOTICE.
THIS AT-WILL EMPLOYMENT RELATIONSHIP CAN ONLY BE
MODIFIED IN A WRITING SIGNED BY EXECUTIVE AND A DULY AUTHORIZED COMPANY
REPRESENTATIVE.
3
4.
SEVERANCE BENEFITS.
(A)
TERMINATION OF EMPLOYMENT PRIOR TO A CHANGE OF CONTROL.
IN THE EVENT OF
THE (X) EXECUTIVE'S INVOLUNTARY TERMINATION AT ANY TIME PRIOR TO THE CLOSE OF A
CHANGE OF CONTROL, AND; (Y) EXECUTIVE SIGNING A RELEASE OF CLAIMS (SUBSTANTIALLY
IN THE FORM ATTACHED HERETO AS EXHIBIT A AND WHICH ONLY MAY BE REVISED AS
REQUIRED TO ENSURE THE RELEASE IS LEGALLY ENFORCEABLE), THEN EXECUTIVE SHALL BE
ENTITLED TO THE FOLLOWING SEVERANCE BENEFITS:
(I)
SIX (6) MONTHS OF EXECUTIVE'S BASE SALARY, LESS APPLICABLE WITHHOLDING,
PAYABLE IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE INVOLUNTARY TERMINATION;
(II)
THE SAME LEVEL OF HEALTH (I.E., MEDICAL, VISION AND DENTAL) COVERAGE AND
BENEFITS AS IN EFFECT FOR THE EXECUTIVE ON THE DAY IMMEDIATELY PRECEDING THE DAY
OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT; PROVIDED, HOWEVER, THAT (I) THE
EXECUTIVE CONSTITUTES A QUALIFIED BENEFICIARY, AS DEFINED IN SECTION 4980B(G)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND (II) EXECUTIVE ELECTS
CONTINUATION COVERAGE PURSUANT TO COBRA, WITHIN THE TIME PERIOD PRESCRIBED
PURSUANT TO COBRA.
THE COMPANY SHALL CONTINUE TO PROVIDE EXECUTIVE WITH HEALTH
COVERAGE UNTIL THE EARLIEST OF (I) THE DATE EXECUTIVE