BY THE EXECUTIVE PURSUANT TO COBRA,
AND (Y) FOR ANY REMAINING PORTION OF THE APPLICABLE SEVERANCE PERIOD DURING
WHICH THE EXECUTIVE IS NOT ELIGIBLE FOR COVERAGE UNDER COBRA (IF ANY), THE
COMPANY SHALL REIMBURSE THE EXECUTIVE ON A MONTHLY BASIS FOR AN AMOUNT EQUAL TO
THE PREMIUM PAYMENTS THE EXECUTIVE WOULD BE REQUIRED TO
4
PAY IN ORDER TO CONTINUE MEDICAL, DENTAL AND VISION BENEFITS WHICH ARE
SUBSTANTIALLY THE SAME AS THE BENEFITS PROVIDED TO THE EXECUTIVE IMMEDIATELY
PRIOR TO HIS TERMINATION OF EMPLOYMENT, IN EACH CASE UNLESS THE EXECUTIVE HAS
BREACHED THE PROVISIONS OF THIS AGREEMENT, IN WHICH CASE THE PROVISIONS OF
SECTION 12(A)(III) SHALL APPLY.
FOR PURPOSES OF THIS SECTION 4(C), BENEFITS
WILL NOT INCLUDE FUTURE PARTICIPATION IN ANY BONUS OR EQUITY INCENTIVE POOL,
OTHER THAN CONTINUATION OF THE ANNUAL CASH BONUS AS CONTEMPLATED IN THE PREVIOUS
SENTENCE.
SUBJECT TO SECTION 12(K), SUCH SEVERANCE PAYMENTS WILL BE MADE
PERIODICALLY IN THE SAME AMOUNTS AND AT THE SAME INTERVALS AS THE BASE SALARY,
ANNUAL BONUS AND BENEFITS (AS APPLICABLE) WERE PAID IMMEDIATELY PRIOR TO
TERMINATION OF EMPLOYMENT.
THE EXECUTIVE SHALL HAVE NO DUTY TO MITIGATE ANY
DAMAGES WHICH EXECUTIVE MAY SUFFER AS A RESULT OF SUCH TERMINATION NOR SHALL THE
SEVERANCE BENEFITS PAYABLE BE REDUCED BY ANY SUMS ACTUALLY EARNED BY EXECUTIVE
AS A RESULT OF ANY OTHER EMPLOYMENT OBTAINED BY EXECUTIVE SUBSEQUENT TO THE
TERMINATION OF THE EMPLOYMENT PERIOD.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, NO AMOUNTS SHALL BE PAYABLE TO THE EXECUTIVE PURSUANT TO THIS
SECTION 4(C) SOLELY AS A RESULT OF THE EXPIRATION OF THE EMPLOYMENT PERIOD.
(D)
IF THE EMPLOYMENT PERIOD IS TERMINATED FOR
ANY REASON OTHER THAN BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE WITH
REASONABLE JUSTIFICATION, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE ONLY THE
BASE SALARY AND THEN ONLY TO THE EXTENT SUCH AMOUNT HAS ACCRUED THROUGH THE DATE
OF TERMINATION.
(E)
EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY
LAW (E.G., COBRA) OR AS SPECIFICALLY PROVIDED HEREIN, ALL OF THE EXECUTIVE'S
RIGHTS TO SALARY, SEVERANCE, BENEFITS, BONUSES AND OTHER AMOUNTS HEREUNDER (IF
ANY) ACCRUING AFTER THE TERMINATION OF THE EMPLOYMENT PERIOD SHALL CEASE UPON
SUCH TERMINATION.
IN THE EVENT THAT THE EMPLOYMENT PERIOD IS TERMINATED BY THE
COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE WITH REASONABLE JUSTIFICATION, THE
EXECUTIVE'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE SEVERANCE PAYMENTS
AND BENEFITS DESCRIBED IN SECTION 4(C) HEREOF.
(F)
IF AT ANY TIME THAT EXECUTIVE IS EMPLOYED
BY THE COMPANY HEREUNDER (I) THE EMPLOYMENT PERIOD IS TERMINATED AS A RESULT OF
THE EXECUTIVE'S DEATH OR DISABILITY, (II) THERE IS A SALE OF THE BUSINESS OR
(III) THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY WITHOUT CAUSE OR BY THE
EXECUTIVE WITH REASONABLE JUSTIFICATION, (X) ALL STOCK OPTIONS THEN HELD BY THE
EXECUTIVE AND GRANTED TO HIM ON OR AFTER JUNE 1, 2003 SHALL IMMEDIATELY VEST AND
BECOME EXERCISABLE AND/OR ALL RESTRICTIONS ON SHARES OF RESTRICTED STOCK THEN
HELD BY THE EXECUTIVE SHALL IMMEDIATELY LAPSE, AND (Y) ANY OTHER RIGHTS