OR A PLEA OF NOLO
CONTENDERE BY, THE EXECUTIVE TO ANY FELONY OR ANY OTHER CRIME INVOLVING
DISHONESTY OR MORAL TURPITUDE; AND (V) ANY OTHER CONDUCT THAT INVOLVES A BREACH
OF FIDUCIARY OBLIGATION ON THE PART OF THE EXECUTIVE.
UPON THE GIVING OF NOTICE
OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE, THE COMPANY
SHALL HAVE NO FURTHER OBLIGATION TO THE EXECUTIVE, OTHER THAN FOR FINAL
COMPENSATION.
(D)
BY THE COMPANY OTHER THAN FOR CAUSE.
THE
COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT HEREUNDER OTHER THAN FOR CAUSE
AT ANY TIME UPON NOTICE TO THE EXECUTIVE.
IN THE EVENT OF SUCH TERMINATION, IN
ADDITION TO FINAL COMPENSATION, THEN FOR THE PERIOD OF TWO (2) YEARS FOLLOWING
THE DATE OF TERMIN­ATION, THE COMPANY SHALL PROVIDE THE EXECUTIVE SEVERANCE
BENEFITS AS FOLLOWS:
(I) THE COMPANY WILL PAY THE EXECUTIVE SEVERANCE PAY EQUAL
TO THE SUM OF (A) THE BASE SALARY AT THE ANNUAL RATE IN EFFECT ON THE DATE OF
TERMINATION AND (B) THE EXECUTIVE'S TARGET ANNUAL BONUS DETERMINED IN ACCORDANCE
WITH SECTION 4(B) HEREOF AND (II) SUBJECT TO ANY EMPLOYEE CONTRIBUTION
APPLICABLE TO THE EXECUTIVE ON THE DATE OF TERMINATION, THE COMPANY SHALL
CONTINUE TO CONTRIBUTE TO THE PREMIUM COST OF THE EXECUTIVE'S PARTICIPATION IN
THE COMPANY'S GROUP MEDICAL AND DENTAL PLANS, PROVIDED THAT THE EXECUTIVE IS
ENTITLED TO CONTINUE SUCH PARTICIPATION UNDER APPLICABLE LAW AND PLAN TERMS AND
PAYS THE REMAINDER OF SUCH PREMIUM COST, AND ANY REQUIRED ADMINISTRATIVE FEE, IN
A TIMELY MANNER FROM MONTH TO MONTH.
ANY OBLIGATION OF THE COMPANY TO THE
EXECUTIVE HEREUNDER IS CONDITIONED, HOWEVER, ON THE EXECUTIVE SIGNING AND
RETURNING TO THE COMPANY A TIMELY AND EFFECTIVE RELEASE OF CLAIMS IN THE FORM
PROVIDED BY THE COMPANY (THE "RELEASE OF CLAIMS").
THE RELEASE OF CLAIMS
REQUIRED FOR SEPARATION BENEFITS IN ACCORDANCE WITH SECTION 5(D) OR SECTION 5(E)
HEREOF CREATES LEGALLY BINDING OBLIGATIONS ON THE PART OF THE EXECUTIVE AND THE
COMPANY AND ITS AFFILIATES THEREFORE ADVISE THE EXECUTIVE TO SEEK THE ADVICE OF
AN ATTORNEY BEFORE SIGNING THE RELEASE OF CLAIMS.
SEVERANCE PAY TO WHICH THE
EXECUTIVE IS ENTITLED HEREUNDER SHALL BE PAYABLE ON A PRO-RATED BASIS AT THE
COMPANY'S REGULAR PAYROLL PERIODS AND IN ACCORDANCE WITH ITS NORMAL PAYROLL
PRACTICES AND WILL BEGIN AT THE COMPANY'S NEXT REGULAR PAYROLL PERIOD WHICH IS
AT LEAST FIVE (5) BUSINESS DAYS FOLLOWING THE LATER OF THE EFFECTIVE DATE OF THE
RELEASE OF CLAIMS OR THE DATE THE RELEASE OF CLAIMS, SIGNED BY THE EXECUTIVE, IS
RECEIVED BY THE COMPANY, BUT THE FIRST PAYMENT SHALL BE RETROACTIVE TO NEXT
BUSINESS DAY FOLLOWING THE DATE OF TERMINATION.
IN THE EVENT THAT EXECUTIVE IS
ENTITLED TO RECEIVE BENEFITS UPON TERMINATION UNDER ANY OTHER AGREEMENT WITH, OR
PLAN OR POLICY
5
OF, THE COMPANY, HE SHALL BE ENTITLED TO RECEIVE EITHER THE BENEFITS UNDER THIS
AGREEMENT OR UNDER SUCH OTHER AGREEMENT, BUT NOT BOTH, ON AN INDIVIDUAL BENEFIT
BASIS, AS HE SELECTS ("NO DUPLICATION OF BENEFITS").
(E)
BY THE EXECUTIVE FOR GOOD REASON.
THE
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT