THE
TERMINATION OCCURS, ALL ACCRUED AND UNPAID BASE SALARY TO THE DATE OF
TERMINATION.
IN ADDITION, THE EXECUTIVE SHALL BE ENTITLED TO ANY BENEFITS TO
WHICH HE IS ENTITLED UNDER THE TERMS OF ANY APPLICABLE EMPLOYEE BENEFIT PLAN OR
PROGRAM OR APPLICABLE LAW.
B.
EXCEPT AS PROVIDED IN SECTION 7(A), UPON
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR BY THE
EXECUTIVE DUE TO GOOD REASON, IN ADDITION TO THE AMOUNT SET FORTH IN SECTION
6(A), THE COMPANY SHALL BE OBLIGATED TO PAY, AND THE EXECUTIVE SHALL BE ENTITLED
TO RECEIVE, (I) BASE SALARY FOR A PERIOD OF THREE YEARS AND (II) CONTINUED
MEDICAL AND DENTAL BENEFITS FOR A PERIOD OF THREE YEARS AT NO COST TO THE
EXECUTIVE.
THE COMPANY MAY CEASE ALL PAYMENTS OF BASE SALARY AND BONUS UNDER
THIS SECTION 6(B) IN THE EVENT OF A WILLFUL BREACH BY THE EXECUTIVE OF THE
PROVISIONS OF SECTIONS 8, 9 OR 10 OF THIS AGREEMENT OR ANY INADVERTENT BREACH
THAT CONTINUES AFTER NOTICE GIVEN TO THE EXECUTIVE BY THE COMPANY.
AS A
CONDITION PRECEDENT TO THE RECEIPT OF ANY OF THE SEVERANCE BENEFITS HEREUNDER
THE EXECUTIVE HEREBY AGREES TO EXECUTE A RELEASE OF CLAIMS AGAINST THE COMPANY
AND ITS AFFILIATES IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY.
C.
IN THE EVENT EXECUTIVE ELECTS TO
TERMINATE EMPLOYMENT AS SET FORTH IN SECTION 5(F) THEN IN SUCH EVENT ANY OPTIONS
NOT VESTED AS SET FORTH IN SECTION 3(B) SHALL TERMINATE.
D.
UPON ANY TERMINATION OR EXPIRATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER PURSUANT TO SECTION 5, THE EXECUTIVE SHALL HAVE
NO FURTHER LIABILITY OR OBLIGATION UNDER OR IN CONNECTION WITH THIS AGREEMENT;
PROVIDED, HOWEVER, THAT THE EXECUTIVE SHALL CONTINUE TO BE SUBJECT TO THE
PROVISIONS OF SECTIONS 8, 9, 10, 11 AND 12 HEREOF (IT BEING UNDERSTOOD AND
AGREED THAT SUCH PROVISIONS SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR ANY REASON).
UPON ANY VOLUNTARY
TERMINATION BY THE EXECUTIVE (OTHER THAN A RESIGNATION BY THE EXECUTIVE FOR GOOD
REASON), OR EXPIRATION OF EXECUTIVE'S EMPLOYMENT AGREEMENT, THE COMPANY SHALL
HAVE NO FURTHER LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT TO
PAY THE PORTION OF THE EXECUTIVE'S BASE SALARY EARNED OR ACCRUED AT THE DATE OF
TERMINATION.
SECTION
7.
CHANGE OF CONTROL.
A.
IN THE EVENT THAT, DURING THE EFFECTIVE
PERIOD (AS HEREINAFTER DEFINED), THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE
COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON, IN LIEU OF THE AMOUNT
SET FORTH IN SECTION 6(B), THE EXECUTIVE SHALL IMMEDIATELY BECOME ENTITLED TO
THE FOLLOWING BENEFITS:
(1)
THE OUTSTANDING OPTIONS TO ACQUIRE SHARES
OF THE COMPANY HELD BY THE EXECUTIVE UNDER ANY SHARE OPTION PLAN AND GRANTED ON
OR PRIOR TO THE CHANGE OF CONTROL SHALL BECOME IMMEDIATELY FULLY EXERCISABLE AND
SHALL REMAIN EXERCISABLE FOR THREE YEARS AFTER TERMINATION OF EMPLOYMENT OR, IF
LESS, THEIR REMAINING TERM;
(2)
A LUMP-PAYMENT EQUAL TO THREE TIMES: (A)
THE EXECUTIVE'S THEN CURRENT BASE SALARY OR (B) $360,000, WHICHEVER IS GREATER;