IN A
LUMP SUM ON OR BEFORE THE TENTH DAY FOLLOWING THE DATE OF TERMINATION;
(II)
IN LIEU OF ANY FURTHER SALARY PAYMENTS TO
THE EXECUTIVE FOR PERIODS SUBSEQUENT TO THE DATE OF TERMINATION, THE COMPANY
SHALL PAY AS LIQUIDATED DAMAGES TO THE EXECUTIVE AN AMOUNT EQUAL TO THE PRODUCT
OF (A) THE SUM OF (1) THE EXECUTIVE'S BASE SALARY IN EFFECT AS OF THE DATE OF
TERMINATION AND (2) THE AVERAGE ANNUAL BONUS THAT THE EXECUTIVE EARNED IN THE
MOST RECENT TWO FISCAL YEARS, AND (B) THE QUOTIENT OF THE NUMBER OF WHOLE MONTHS
REMAINING IN THE TERM OF THIS AGREEMENT AS OF THE DATE OF TERMINATION (SUCH
PERIOD IS SOMETIMES REFERRED TO HEREIN AS THE "SEVERANCE PERIOD") DIVIDED BY
TWELVE (12); SUCH PAYMENT TO BE MADE IN A LUMP SUM ON OR BEFORE THE TENTH DAY
FOLLOWING THE DATE OF TERMINATION.
IN ADDITION, ALL STOCK OPTIONS, RESTRICTED
STOCK AWARDS AND ANY OTHER EQUITY AWARDS GRANTED BY PARENT OR THE COMPANY TO THE
EXECUTIVE SHALL BECOME FULLY VESTED, UNRESTRICTED AND EXERCISABLE AS OF THE DATE
OF TERMINATION;
(III)
IN THE CASE OF A TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT BY PARENT OR THE COMPANY WITHOUT CAUSE OR FOR DISABILITY,
OR BY THE EXECUTIVE FOR GOOD REASON, THE COMPANY SHALL PAY THE FULL COST FOR THE
EXECUTIVE TO PARTICIPATE IN THE HEALTH INSURANCE PLAN IN WHICH THE EXECUTIVE WAS
ENROLLED IMMEDIATELY PRIOR TO THE DATE OF TERMINATION FOR A PERIOD OF EIGHTEEN
(18) MONTHS, PROVIDED THAT THE EXECUTIVE'S CONTINUED PARTICIPATION IS POSSIBLE
UNDER THE GENERAL TERMS AND PROVISIONS OF SUCH PLANS AND PROGRAMS.
IN THE EVENT
THAT THE EXECUTIVE'S PARTICIPATION IN ANY SUCH PLAN OR PROGRAM IS BARRED, THE
COMPANY SHALL ARRANGE TO PROVIDE THE EXECUTIVE WITH BENEFITS SUBSTANTIALLY
SIMILAR TO THOSE WHICH THE EXECUTIVE WOULD OTHERWISE HAVE BEEN ENTITLED TO
RECEIVE UNDER SUCH PLAN FROM WHICH HIS CONTINUED PARTICIPATION IS BARRED; AND
(IV)
THE OBLIGATIONS OF PARENT AND THE COMPANY TO
MAKE ANY PAYMENTS TO EXECUTIVE REQUIRED UNDER SECTION 7(D)(II) HEREOF SHALL BE
CONDITIONED ON THE EXECUTION AND DELIVERY BY THE EXECUTIVE OF A GENERAL RELEASE
OF CLAIMS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO PARENT.
7
8.
NONDISCLOSURE.
DURING THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND FOR A PERIOD OF TWENTY-FOUR (24) MONTHS
FOLLOWING THE EXECUTIVE'S DATE OF TERMINATION, THE EXECUTIVE SHALL HOLD IN A
FIDUCIARY CAPACITY FOR THE BENEFIT OF PARENT AND THE COMPANY ALL SECRET OR
CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA RELATING TO THE COMPANY OR ANY OF
ITS AFFILIATED COMPANIES, AND THEIR RESPECTIVE BUSINESSES, WHICH SHALL HAVE BEEN
OBTAINED BY THE EXECUTIVE DURING THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR
ANY OF ITS AFFILIATED COMPANIES AND WHICH SHALL NOT BE OR BECOME PUBLIC
KNOWLEDGE (OTHER THAN BY ACTS BY THE EXECUTIVE OR REPRESENTATIVES OF THE
EXECUTIVE IN VIOLATION OF THIS AGREEMENT).
AFTER TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF PARENT OR THE COMPANY OR AS MAY OTHERWISE BE REQUIRED BY LAW OR LEGAL
PROCESS,