OF SUCH TERMINATION, LESS APPLICABLE WITHHOLDING, PAYABLE IN A LUMP SUM
WITHIN TEN (10) DAYS OF THE INVOLUNTARY TERMINATION;
(II)
100% OF ALL STOCK OPTIONS AND RESTRICTED STOCK, TAKEN COLLECTIVELY,
GRANTED BY THE COMPANY TO THE EXECUTIVE PRIOR TO THE INVOLUNTARY TERMINATION
THAT ARE THEN UNEXERCISABLE OR UNVESTED SHALL BECOME FULLY VESTED AND, IF
APPLICABLE, EXERCISABLE AS OF THE DATE OF THE INVOLUNTARY TERMINATION.;
(III)
FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE DATE OF THE EXECUTIVE'S
TERMINATION WITH THE COMPANY, THE COMPANY SHALL MAINTAIN THE SAME LEVEL OF
HEALTH (I.E., MEDICAL, VISION AND DENTAL) COVERAGE AS IN EFFECT FOR THE
EXECUTIVE AND EXECUTIVE'S DEPENDENTS ON THE DAY IMMEDIATELY PRECEDING THE DAY OF
THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.; AND
(IV)
FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE DATE OF EXECUTIVE'S
TERMINATION, THE COMPANY SHALL PROVIDE CONTINUATION OF THE FOLLOWING BENEFITS:
(A) INSURANCE.
MAJOR DISABILITY INSURANCE WHICH SHALL PROVIDE NOT LESS THAN
TWO-THIRDS (2/3RDS) OF EXECUTIVE'S BASE SALARY AS OF THE DATE OF HIS TERMINATION
IN DISABILITY PAYMENTS COMMENCING THREE (3) MONTHS AFTER PERMANENT OR PARTIAL
DISABILITY OCCURS AND GROUP LIFE OR TERM LIFE INSURANCE IN AN AMOUNT EQUAL TO
TWO (2) TIMES EXECUTIVE'S BASE SALARY AS OF THE DATE OF HIS TERMINATION.
(B) EMPLOYEE BENEFIT PLANS.
PARTICIPATION IN ANY OTHER EMPLOYEE BENEFIT PLAN
THEN IN EXISTENCE AS OF EXECUTIVE'S TERMINATION DATE, SUBJECT TO APPLICABLE LAW
AND THE GENERALLY APPLICABLE TERMS AND CONDITIONS OF SUCH PLANS.
(C)
TERMINATION OTHER THAN AS A RESULT OF AN INVOLUNTARY TERMINATION.
IF
THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY TERMINATES OTHER THAN AS A RESULT OF
AN INVOLUNTARY TERMINATION, THEN THE EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE
SEVERANCE BENEFITS, BUT SHALL RECEIVE THE PAYMENTS PURSUANT TO SECTION 5(D) AND
MAY BE ELIGIBLE FOR THOSE BENEFITS (IF ANY) AS MAY THEN BE ESTABLISHED UNDER THE
COMPANY'S THEN EXISTING SEVERANCE AND BENEFITS PLANS AND POLICIES AT THE TIME OF
SUCH TERMINATION.
5
(D)
ACCRUED WAGES AND VACATION; EXPENSES.
WITHOUT REGARD TO THE REASON FOR,
OR THE TIMING OF, EXECUTIVE'S TERMINATION OF EMPLOYMENT:
(I) THE COMPANY SHALL
PAY THE EXECUTIVE ANY UNPAID BASE SALARY DUE FOR PERIODS PRIOR TO THE
TERMINATION DATE; (II) THE COMPANY SHALL PAY THE EXECUTIVE ALL OF THE
EXECUTIVE'S ACCRUED AND UNUSED VACATION THROUGH THE TERMINATION DATE; AND
(III) FOLLOWING SUBMISSION OF PROPER EXPENSE REPORTS BY THE EXECUTIVE, THE
COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL EXPENSES REASONABLY AND
NECESSARILY INCURRED BY THE EXECUTIVE IN CONNECTION WITH THE BUSINESS OF THE
COMPANY PRIOR TO THE TERMINATION DATE.
THESE PAYMENTS SHALL BE MADE PROMPTLY
UPON TERMINATION AND WITHIN THE PERIOD OF TIME MANDATED BY LAW.
(E)
TERMINATION ON ACCOUNT OF DEATH.
IN NO EVENT SHALL A TERMINATION ON
ACCOUNT OF EXECUTIVE'S DEATH ENTITLE EXECUTIVE OR ANY OF HIS OR HER HEIRS OR
BENEFICIARIES TO ANY BENEFITS UNDER THIS AGREEMENT, OTHER THAN THOSE BENEFITS
SET FORTH IN CLAUSE (D) IMMEDIATELY ABOVE.
(F)
COBRA.
NO PROVISION OF THIS AGREEMENT SHALL AFFECT THE CONTINUATION
COVERAGE RULES UNDER COBRA OR CAL-COBRA, EXCEPT THAT THE COMPANY'S