WITHIN SIX MONTHS
FOLLOWING SUCH SEPARATION FROM SERVICE, SHALL INSTEAD BE PAID ON THE DATE THAT
FOLLOWS THE DATE OF SUCH SEPARATION FROM SERVICE BY SIX (6) MONTHS.
FOR
PURPOSES OF THE PRECEDING SENTENCE, "SEPARATION FROM SERVICE" SHALL BE
DETERMINED IN A MANNER CONSISTENT WITH SUBSECTION (A)(2)(A)(I) OF SECTION 409A
AND THE TERM "SPECIFIED EMPLOYEE" SHALL MEAN AN INDIVIDUAL DETERMINED BY THE
COMPANY TO BE A SPECIFIED EMPLOYEE AS DEFINED IN SUBSECTION (A)(2)(B)(I) OF
SECTION 409A.
6.
EFFECT OF TERMINATION.
THE PROVISIONS
OF THIS SECTION 6 SHALL APPLY TO ANY TERMINATION, WHETHER DUE TO THE EXPIRATION
OF THE TERM HEREOF, PURSUANT TO SECTION 5 OR OTHERWISE.
(A)
IN THE EVENT OF THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER, PAYMENT BY THE COMPANY OF ANY AMOUNTS DUE IN
ACCORDANCE WITH THE APPLICABLE TERMINATION PROVISION OF SECTION 5 HEREOF SHALL
CONSTITUTE THE ENTIRE OBLIGATION OF THE COMPANY TO THE EXECUTIVE.
THE EXECUTIVE
SHALL PROMPTLY GIVE THE COMPANY NOTICE OF ALL FACTS NECESSARY FOR THE COMPANY TO
DETERMINE THE AMOUNT AND DURATION OF ITS OBLIGATIONS IN CONNECTION WITH ANY
TERMINATION PURSUANT TO SECTION 5(D) OR 5(E) HEREOF.
(B)
EXCEPT FOR ANY RIGHT OF THE EXECUTIVE TO
CONTINUE MEDICAL AND DENTAL PLAN PARTICIPATION IN ACCORDANCE WITH APPLICABLE
LAW, BENEFITS SHALL TERMINATE PURSUANT TO THE TERMS OF THE APPLICABLE BENEFIT
PLANS BASED ON THE DATE OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITHOUT
REGARD TO ANY CONTINUATION OF BASE SALARY OR OTHER PAYMENT TO THE EXECUTIVE
FOLLOWING SUCH DATE OF TERMINATION.
(C)
PROVISIONS OF THIS AGREEMENT SHALL SURVIVE
ANY TERMINATION OR EXPIRATION OF THE TERM HEREOF, IF SO PROVIDED IN THIS
AGREEMENT OR IF NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF OTHER
SURVIVING PROVISIONS, INCLUDING WITHOUT LIMITATION THE OBLIGATIONS OF THE
EXECUTIVE UNDER SECTIONS 7, 8 AND 9 HEREOF.
ANY OBLIGATION OF THE COMPANY
OTHERWISE TO MAKE PAYMENTS TO OR ON BEHALF OF THE EXECUTIVE UNDER SECTION 5(D)
OR 5(E) HEREOF IS EXPRESSLY CONDITIONED UPON THE EXECUTIVE'S CONTINUED FULL
PERFORMANCE OF OBLIGATIONS UNDER SECTIONS 7, 8 AND 9 HEREOF.
THE EXECUTIVE
RECOGNIZES THAT NO COMPENSATION IS EARNED AFTER TERMINATION OF HIS EMPLOYMENT
HEREUNDER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ACCORDANCE WITH SECTION
5(D), 5(E) OR 5(F) (FOR ANY PORTION OF THE NOTICE PERIOD WAIVED).
7.
CONFIDENTIAL INFORMATION.
(A)
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY
AND ITS AFFILIATES CONTINUALLY DEVELOP CONFIDENTIAL INFORMATION; THAT THE
EXECUTIVE MAY DEVELOP CONFIDENTIAL INFORMATION FOR THE COMPANY OR ITS
AFFILIATES; AND THAT THE EXECUTIVE MAY LEARN OF CONFIDENTIAL INFORMATION DURING
THE COURSE OF EMPLOYMENT.
THE EXECUTIVE WILL COMPLY WITH THE POLICIES AND
PROCEDURES OF THE COMPANY AND ITS AFFILIATES FOR PROTECTING CONFIDENTIAL
INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON OR USE ANY CONFIDENTIAL
INFORMATION OBTAINED BY THE EXECUTIVE INCIDENT TO HIS EMPLOYMENT OR OTHER
ASSOCIATION WITH THE COMPANY OR ANY OF ITS AFFILIATES, OTHER THAN AS REQUIRED
FOR THE PROPER PERFORMANCE OF THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES TO THE
7
COMPANY AND ITS AFFILIATES OR AS REQUIRED BY APPLICABLE LAW OR LEGAL PROCESS
AFTER NOTICE TO THE COMPANY AND