YOUR EMPLOYMENT IS TERMINATED DUE TO INCAPACITY, TOGETHER WITH THE UNPAID
PORTION OF ANY BONUS OR INCENTIVE AMOUNT EARNED BY YOU FOR THE FISCAL YEAR
ENDING PRIOR TO THE TERMINATION OF YOUR EMPLOYMENT THAT YOU ARE ENTITLED TO
RECEIVE UNDER THE TERMS OF THE APPLICABLE INCENTIVE PLAN; AND IN THE EVENT OF
TERMINATION DUE TO DISABILITY, YOU WILL CONTINUE TO RECEIVE, DURING THAT MONTH,
ALL OF THE FRINGE BENEFITS THEN BEING PAID OR PROVIDED TO YOU;
(II)
THE COMPANY WILL PAY YOU AN ANNUAL INCENTIVE BONUS FOR THE FISCAL
YEAR IN WHICH THE TERMINATION OCCURS CALCULATED AS SET FORTH IN
SECTION 7(B)(III) ABOVE.
(III)
YOU WILL BE ELIGIBLE TO RECEIVE ALL DISABILITY AND OTHER
BENEFITS, SUCH AS CONTINUED HEALTH COVERAGE OR LIFE INSURANCE PROCEEDS, PROVIDED
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE HEALTH CARE COVERAGE, LIFE
INSURANCE, DISABILITY, OR OTHER EMPLOYEE BENEFIT PLANS OF THE COMPANY AND
APPLICABLE LAW.
(D)
TERMINATION WITHIN 18 MONTHS AFTER CHANGE IN CONTROL.
IF, WITHIN
18 MONTHS AFTER A CHANGE IN CONTROL, YOUR EMPLOYMENT TERMINATES, YOUR RIGHTS
WILL BE GOVERNED BY THE CHANGE-IN-CONTROL AGREEMENT ATTACHED HERETO AND EXECUTED
CONCURRENTLY HEREWITH.
AFTER THE EXPIRATION OF SUCH 18-MONTH PERIOD, YOU RIGHTS
WILL AGAIN BE GOVERNED SOLELY BY THIS AGREEMENT.
(E)
BENEFITS.
THE BENEFITS PROVIDED YOU UNDER THIS SECTION 7 OR IN
THE CHANGE IN CONTROL AGREEMENT ARE IN LIEU OF ANY BENEFITS THAT WOULD OTHERWISE
BE PROVIDED TO YOU UNDER ANY SEVERANCE PAY OR OTHER POLICIES OF THE COMPANY.
IN
THE EVENT YOU ARE ENTITLED TO BENEFITS UNDER THE CHANGE IN CONTROL AGREEMENT,
YOU WILL NOT BE ENTITLED TO ANY BENEFITS UNDER THIS SECTION 7.
NOTHING IN THIS
EMPLOYMENT AGREEMENT AFFECTS THE VESTING, EXERCISABILITY OR OTHER TERMS OF ANY
STOCK OPTION OR OTHER EQUITY GRANT, OR OTHER BENEFITS VESTED AS OF THE DATE OF
TERMINATION, AND ALL STOCK OPTIONS AND OTHER GRANTS AND BENEFITS ARE COVERED BY
THE TERMS OF THE GRANTS AND THE PLANS UNDER THEY WERE ISSUED.
(F)
RELEASE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
YOU ARE NOT ENTITLED TO ANY COMPENSATION OR BENEFITS UNDER THIS SECTION 7 OR
UNDER THE AMENDED CHANGE IN CONTROL AGREEMENT, OTHER THAN COMPENSATION THROUGH
THE DATE OF TERMINATION AND BENEFITS PREVIOUSLY VESTED, UNLESS AND UNTIL YOU
SIGN A RELEASE OF CLAIMS IN FAVOR OF THE COMPANY, IN SUBSTANTIALLY THE FORM AS
ATTACHED AS EXHIBIT A, AND PROVIDED FURTHER THAT YOU DO NOT REVOKE OR RESCIND
YOUR RELEASE AS SPECIFIED THEREIN.
FURTHER, THE COMPANY WILL
5
NOT BE REQUIRED TO BEGIN MAKING ANY PAYMENTS TO YOU UNDER THIS SECTION 7 OR
UNDER THE AMENDED CHANGE IN CONTROL AGREEMENT UNTIL THE EXPIRATION OF THE
RESCISSION AND REVOCATION PERIODS SET FORTH IN THE RELEASE OF CLAIMS.
(G)
AGREEMENT BY MEDICAL GRAPHICS CORPORATION.
THE COMPANY HAS
RESPONSIBILITY FOR BENEFITS TO WHICH YOU OR ANY OTHER PERSON ARE ENTITLED
PURSUANT TO THIS SECTION 7 BUT TO THE EXTENT THE COMPANY IS UNABLE OR UNWILLING
TO PROVIDE SUCH BENEFITS, MEDICAL GRAPHICS CORPORATION WILL BE JOINTLY AND
SEVERALLY RESPONSIBLE THEREFORE TO THE