A SPECIFIED EMPLOYEE, THE COMPANY SHALL PAY EXECUTIVE
THE LUMP SUM ON THE FIRST REGULAR EXECUTIVE PAYROLL DATE AFTER EXECUTIVE INCURS
A SEPARATION FROM SERVICE.
(D)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY REASON OTHER THAN
AS SET FORTH IN PARAGRAPH 4(B) OR 4(C) ABOVE, EXECUTIVE SHALL ONLY BE ENTITLED
TO HIS BASE SALARY THROUGH THE DATE OF TERMINATION OF EMPLOYMENT; PROVIDED,
HOWEVER, THAT IF SUCH EMPLOYMENT IS TERMINATED BY HIS DEATH, THE COMPANY SHALL
CONTINUE TO COVER HIS IMMEDIATE FAMILY UNDER HIS MEDICAL AND DENTAL INSURANCE
FOR SIX MONTHS.
4
(E)
EXCEPT AS SET FORTH HEREIN, ALL OF EXECUTIVE'S RIGHTS TO BENEFITS
AND BONUSES, EXCEPT AS REQUIRED BY LAW (SUCH AS COBRA) OR ANY APPLICABLE BENEFIT
PLAN, AND, EXCEPT AS OTHERWISE PROVIDED HEREIN, HEREUNDER SHALL CEASE UPON
TERMINATION OF THE EMPLOYMENT PERIOD.
(F)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN (I) THE
COMMISSION OF A FELONY OR A CRIME INVOLVING MORAL TURPITUDE OR THE COMMISSION OF
ANY OTHER ACT OR OMISSION INVOLVING WILLFUL DISHONESTY, DISLOYALTY OR FRAUD WITH
RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (II) CONDUCT TENDING TO BRING
THE COMPANY OR ANY OF ITS SUBSIDIARIES INTO SUBSTANTIAL PUBLIC DISGRACE OR
DISREPUTE, (III) SUBSTANTIAL AND REPEATED FAILURE, AFTER REASONABLE NOTICE AND
OPPORTUNITY TO CURE, TO PERFORM DUTIES CONSISTENT WITH THE OFFICE OF EXECUTIVE
AS REASONABLY DIRECTED BY THE BOARD, (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (V) ANY BREACH OF
PARAGRAPH 5 OR 6 OF THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, WHERE CAUSE
IS AN ISSUE, THE BURDEN OF PROOF RELATING TO CAUSE SHALL BE ON THE COMPANY, AS
TO WHETHER OR NOT THERE IS CAUSE, AND NOT ON EXECUTIVE TO PROVE THAT AN ACTION
IS WITHOUT CAUSE.
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN:
(I)
REMOVAL, WITHOUT THE CONSENT OF EXECUTIVE IN WRITING, FROM THE
OFFICE OF EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER OR ANY MATERIAL
REDUCTION IN EXECUTIVE'S AUTHORITY OR RESPONSIBILITY, OTHER THAN AS A RESULT OF
A VALID TERMINATION FOR CAUSE;
(II)
THE MOVEMENT OF THE CHIEF EXECUTIVE OFFICE OF THE COMPANY MORE
THAN 50 MILES FROM ITS CURRENT LOCATION, UNLESS EXECUTIVE SHALL APPROVE THEREOF;
(III)
A DIRECTIVE THAT EXECUTIVE NOT WORK PRINCIPALLY AT THE COMPANY'S
CHIEF EXECUTIVE OFFICE, UNLESS EXECUTIVE SHALL APPROVE THEREOF;
(IV)
THE COMPANY COMMITS A MATERIAL BREACH OF THIS AGREEMENT OR
PURPORTS TO ATTEMPT TO TERMINATE IT FOR CAUSE WITHOUT THE RIGHT TO DO SO; AND
(V)
THE FAILURE TO PROVIDE TO EXECUTIVE ANY APPLICABLE EMPLOYEE
BENEFIT OR ANY INDEMNIFICATION PROTECTION PROVIDED TO OTHER SENIOR EXECUTIVE
OFFICERS OF THE COMPANY, UNLESS EXECUTIVE SHALL APPROVE THEREOF.
(H)
FOR PURPOSES OF THIS AGREEMENT, "CHANGE IN CONTROL" SHALL HAVE THE
SAME MEANING AS IS SET FORTH IN THE 2008 PLAN, BUT IF THE COMPANY'S STOCKHOLDERS
DO NOT APPROVE THE 2008 PLAN AT THE 2008 MEETING, THEN "CHANGE IN CONTROL" SHALL
HAVE THE SAME MEANING AS SET FORTH IN THE 1997 PLAN.
5.
CONFIDENTIAL INFORMATION.
EXECUTIVE