SAME TERMS AND CONDITIONS AS ARE IN EFFECT
IMMEDIATELY PRIOR TO THE TERMINATION WITHOUT CAUSE IN THE COMPANY'S HEALTH AND
MEDICAL PLANS
3
PROVIDED TO THE EMPLOYEE PURSUANT TO SECTION 3(E) ABOVE AT THE TIME OF SUCH
TERMINATION WITHOUT CAUSE THROUGH THE EXPIRATION OF THE SEVERANCE PERIOD, OR
UNTIL THE EMPLOYEE BECOMES ELIGIBLE TO PARTICIPATE IN A SUBSEQUENT EMPLOYER'S
BENEFIT PLAN, WHICHEVER OCCURS FIRST. ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE COMPANY SHALL HAVE NO OBLIGATION TO CONTINUE TO MAINTAIN
DURING THE SEVERANCE PERIOD ANY PLAN, PROGRAM OR LEVEL OF BENEFITS SOLELY AS A
RESULT OF THE PROVISIONS OF THIS AGREEMENT, BUT THIS PROVISION SHALL APPLY WITH
RESPECT TO ANY SUBSTITUTE OR REPLACEMENT PLAN.
(II)
THE DATE OF TERMINATION OF EMPLOYMENT WITHOUT CAUSE SHALL BE THE
DATE SPECIFIED IN A WRITTEN NOTICE OF TERMINATION TO THE EMPLOYEE.
(C)
TERMINATION DUE TO DISABILITY.
IN THE EVENT OF THE EMPLOYEE'S
DISABILITY, THE COMPANY SHALL BE ENTITLED TO TERMINATE HIS EMPLOYMENT.
IN THE
CASE THAT THE COMPANY TERMINATES THE EMPLOYEE'S EMPLOYMENT DUE TO DISABILITY,
THE EMPLOYEE SHALL BE ENTITLED TO HIS SALARY UP TO AND INCLUDING THE DATE OF
TERMINATION AS WELL AS ANY UNPAID EXPENSE REIMBURSEMENTS.
AS USED IN THIS
SECTION 4(C), THE TERM "DISABILITY" SHALL MEAN THE COMPANY'S DETERMINATION THAT
DUE TO PHYSICAL OR MENTAL ILLNESS OR INCAPACITY, WHETHER TOTAL OR PARTIAL, THE
EMPLOYEE IS SUBSTANTIALLY UNABLE TO PERFORM HIS DUTIES HEREUNDER FOR A PERIOD OF
90 CONSECUTIVE DAYS OR SHORTER PERIODS AGGREGATING 90 DAYS DURING ANY PERIOD OF
180 CONSECUTIVE DAYS.
(D)
DEATH.
EXCEPT AS PROVIDED IN THIS SECTION 4(D), NO SALARY OR
BENEFITS SHALL BE PAYABLE UNDER THIS AGREEMENT FOLLOWING THE DATE OF THE
EMPLOYEE'S DEATH.
IN THE EVENT OF THE EMPLOYEE'S DEATH, ANY SALARY EARNED BY
THE EMPLOYEE UP TO THE DATE OF DEATH, AS WELL AS ANY UNREIMBURSED EXPENSES,
SHALL BE PAID TO THE EMPLOYEE'S ESTATE OR EMPLOYEE'S NAMED BENEFICIARY WITHIN A
REASONABLE PERIOD FOLLOWING HIS DEATH.
5.
PROTECTION OF THE COMPANY'S INTEREST
(A)
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION AGREEMENT.
THE
EMPLOYEE HEREBY ACKNOWLEDGES THAT HE HAS PREVIOUSLY EXECUTED AND DELIVERED TO
THE COMPANY THE COMPANY'S EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION
AGREEMENT (THE "CONFIDENTIALITY AGREEMENT"), WHICH IS ATTACHED HERETO AS ANNEX
A.
THE EMPLOYEE HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE PROVISIONS OF THE
CONFIDENTIALITY AGREEMENT ARE INCORPORATED INTO THIS AGREEMENT.
(B)
PROTECTION OF TRADE SECRETS; NON-SOLICITATION.
(I)
THE EMPLOYEE ACKNOWLEDGES THAT IN THE COURSE OF HIS EMPLOYMENT
WITH THE COMPANY, HE HAS AND WILL IN THE COURSE OF HIS CONTINUED EMPLOYMENT WITH
THE COMPANY BECOME FAMILIAR WITH THE TRADE SECRETS OF THE COMPANY AND ITS
AFFILIATES AND WITH OTHER CONFIDENTIAL INFORMATION (AS DEFINED IN THE
CONFIDENTIALITY AGREEMENT) CONCERNING THE BUSINESS OF THE COMPANY AND ITS
AFFILIATES AND THAT HIS SERVICES HAVE BEEN AND WILL BE OF SPECIAL, AND UNIQUE
AND EXTRAORDINARY VALUE TO THE COMPANY AND ITS AFFILIATES.
BECAUSE OF THE
FOREGOING AND IN FURTHER CONSIDERATION OF THE COMPENSATION AND OTHER BENEFITS TO
BE PROVIDED TO THE EMPLOYEE HEREUNDER, THE EMPLOYEE HEREBY AGREES THAT, DURING
THE