EMPLOYMENT IS TERMINATED
PURSUANT TO SECTION 7(F), THE THIRTY-FIRST (31ST) DAY AFTER THE NOTICE OF
TERMINATION IS PROVIDED TO THE COMPANY; AND (IV) IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED FOR ANY OTHER REASON, THE DATE THE NOTICE OF TERMINATION IS GIVEN OR
ANY LATER DATE SET FORTH IN SUCH NOTICE OF TERMINATION AS THE EFFECTIVE DATE OF
TERMINATION.
9.
COMPENSATION UPON TERMINATION.
UPON THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT, THE COMPANY SHALL PROVIDE EXECUTIVE WITH THE PAYMENTS
AND BENEFITS SET FORTH BELOW.
THE PAYMENTS AND BENEFITS DESCRIBED HEREIN SHALL
BE IN LIEU OF, AND EXECUTIVE HEREBY WAIVES HIS RIGHTS TO RECEIVE, ANY OTHER
SEVERANCE OR TERMINATION BENEFITS THAT EXECUTIVE MAY OTHERWISE BE ELIGIBLE TO
RECEIVE UNDER ANY POLICY, PLAN OR PROGRAM MAINTAINED BY THE COMPANY OR AS
OTHERWISE MANDATED BY LAW (TO THE EXTENT SUCH LEGAL RIGHTS MAY BE WAIVED BY
EXECUTIVE).
(A)
DEATH OR DISABILITY.
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED DUE
TO HIS DEATH OR IS TERMINATED BY THE COMPANY DUE TO DISABILITY DURING THE TERM
OF EMPLOYMENT:
6
(I)
THE COMPANY SHALL PAY TO EXECUTIVE (OR HIS BENEFICIARIES) ANY
ACCRUED BUT UNPAID BASE SALARY EARNED THROUGH THE DATE OF TERMINATION, PAYABLE
IN ACCORDANCE WITH THE REGULAR PAYROLL PRACTICES APPLICABLE TO SENIOR EXECUTIVES
OF THE COMPANY;
(II)
AT THE TIME THAT THE BONUS WOULD OTHERWISE BE PAID IN ACCORDANCE
WITH SECTION 4(B) HEREOF, THE COMPANY SHALL PAY TO EXECUTIVE (OR HIS
BENEFICIARIES) ANY EARNED BUT UNPAID BONUS IN RESPECT OF ANY COMPLETED YEAR
PRECEDING THE YEAR IN WHICH SUCH TERMINATION OCCURS (THE "ACCRUED BONUS");
(III)
THE COMPANY SHALL REIMBURSE EXECUTIVE PURSUANT TO
SECTION 4(F) FOR ANY BUSINESS EXPENSES INCURRED THROUGH, BUT NOT REIMBURSED
PRIOR TO, THE DATE OF TERMINATION;
(IV)
WITHIN TEN (10) DAYS FOLLOWING THE DATE OF TERMINATION, THE
COMPANY SHALL PAY TO EXECUTIVE A PAYMENT FOR HIS ACCRUED BUT UNUSED VACATION
THROUGH THE DATE OF TERMINATION;
(V)
THE COMPANY SHALL PAY OR PROVIDE TO EXECUTIVE SUCH VESTED ACCRUED
BENEFITS, IF ANY, AS TO WHICH EXECUTIVE MAY BE ENTITLED UNDER THE COMPANY'S
EMPLOYEE BENEFIT PLANS AND PROGRAMS APPLICABLE TO EXECUTIVE AS OF THE DATE OF
TERMINATION (OTHER THAN ANY SEVERANCE PAY PLAN), WHICH SHALL BE PAID OR PROVIDED
IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE PLAN OR PROGRAM (CLAUSES (I) -
(V) COLLECTIVELY REFERRED TO AS THE "ACCRUED OBLIGATIONS");
(VI)
EXECUTIVE OR HIS BENEFICIARY, LEGAL REPRESENTATIVE OR ESTATE SHALL
RECEIVE AN AMOUNT EQUAL TO THE PRODUCT OF (X) AND (Y), WHERE (X) IS THE BONUS,
IF ANY, THAT WOULD HAVE BEEN PAID TO EXECUTIVE IN RESPECT OF THE YEAR IN WHICH
SUCH TERMINATION OCCURRED, BASED ON ACTUAL PERFORMANCE FOR THE YEAR OF
TERMINATION, AND (Y) IS A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS
EXECUTIVE WAS EMPLOYED BY THE COMPANY DURING THE CALENDAR YEAR IN WHICH SUCH
TERMINATION OCCURRED AND THE DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN SUCH
YEAR (THE "PRO RATA BONUS"), TO BE PAID AT SUCH TIME AS THE BONUS WOULD HAVE
NORMALLY BEEN PAID PURSUANT TO SECTION 4(B) HEREOF