OR
DISTRIBUTION).
SUBJECT TO SECTION 7(E), EXECUTIVE AGREES THAT ANY ADVANCES TO
EXECUTIVE BY THE COMPANY OUTSTANDING AT THE TIME OF THE EXPIRATION OR
TERMINATION OF THE TERM MAY BE DEDUCTED FROM HIS WAGES, INCLUDING HIS FINAL
PAYCHECK AND/OR ANY SEVERANCE OWED TO EXECUTIVE.
5.
RIGHTS OF EXECUTIVE UPON TERMINATION.
SUBJECT TO EXECUTIVE'S ADHERENCE TO
THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE NONCOMPETITION,
NO-HIRE/NON-SOLICITATION, NON-DISCLOSURE AND NON-DISPARAGEMENT PROVISIONS SET
FORTH IN SECTIONS 9, 10, 11 AND 12 (SUBJECT TO SECTION 7(E)), EXECUTIVE SHALL BE
ENTITLED TO RECEIVE THE FOLLOWING BENEFITS IN THE EVENT HIS EMPLOYMENT IS
TERMINATED PURSUANT TO SECTION 4 ABOVE OR THE COMPANY TERMINATES EXECUTIVE'S
EMPLOYMENT IN CONNECTION WITH ITS ELECTION NOT TO RENEW THIS AGREEMENT FOR AN
ADDITIONAL TERM AS SPECIFIED IN SECTION 1(B):
(A)
DEATH.
IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT IS TERMINATED UPON THE
OCCURRENCE OF HIS DEATH AS PROVIDED IN SECTION 4(A), THE COMPANY SHALL CONTINUE
TO PAY, IN ACCORDANCE WITH AND AT TIMES CONSISTENT WITH ITS NORMAL PAYROLL
PROCEDURES, THE BASE SALARY TO EXECUTIVE'S ESTATE FOR A PERIOD OF TWELVE (12)
MONTHS COMMENCING ON THE FIRST ORDINARY PAYROLL DATE THAT FOLLOWS THE DATE THAT
IS 60 DAYS
6
AFTER THE DATE OF EXECUTIVE'S DEATH; PROVIDED THAT ALL UNPAID AMOUNTS OF THE
BASE SALARY DUE TO EXECUTIVE PURSUANT TO THIS SECTION 5(A) SHALL BE DISTRIBUTED
TO EXECUTIVE IN A LUMP-SUM ON THE PAYROLL DATE IMMEDIATELY PRECEDING MARCH 15 OF
THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH EXECUTIVE'S EMPLOYMENT IS
TERMINATED DUE TO HIS DEATH.
ALL UNVESTED RESTRICTED STOCK OR UNITS GRANTED TO
EXECUTIVE WILL BE IMMEDIATELY FORFEITED AND ALL UNVESTED STOCK OPTIONS GRANTED
TO EXECUTIVE WILL BE IMMEDIATELY TERMINATED UPON THE DATE OF EXECUTIVE'S DEATH
AND ANY VESTED STOCK OPTIONS WILL REMAIN EXERCISABLE FOR ONE (1) YEAR AFTER
EXECUTIVE'S DATE OF DEATH, SUBJECT TO THE EARLIER EXPIRATION OF THE TERM OF SUCH
STOCK OPTION.
FOR PURPOSES OF THIS SECTION 5(A) AND ELSEWHERE IN THIS
AGREEMENT, STOCK APPRECIATION RIGHTS SHALL BE TREATED IN THE SAME MANNER AS
STOCK OPTIONS.
(B)
TERMINATION FOR CAUSE.
IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY FOR CAUSE AS PROVIDED IN SECTION 4(B) EXECUTIVE SHALL
NOT THEREAFTER BE ENTITLED TO ANY FURTHER COMPENSATION FROM THE COMPANY AND ALL
OUTSTANDING STOCK OPTIONS, WHETHER OR NOT VESTED, AND UNVESTED RESTRICTED STOCK
AND UNITS SHALL BE IMMEDIATELY FORFEITED.
(C)
TERMINATION BY NON-RENEWAL, WITHOUT CAUSE OR BY EXECUTIVE FOR A TERMINATION
REASON.
IN THE EVENT THAT THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT (I) IN
CONNECTION WITH THE COMPANY'S ELECTION OF NON-RENEWAL OF THE TERM AS PROVIDED IN
SECTION 1(B) OR WITHOUT CAUSE AS PROVIDED IN SECTION 4(C) OR EXECUTIVE
TERMINATES HIS EMPLOYMENT FOR A TERMINATION REASON AS PROVIDED IN SECTION 4(D),
AND (II) THE TERMINATION CONSTITUTES A "SEPARATION FROM SERVICE" FOR PURPOSES OF
SECTION 409A OF THE CODE, THEN EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING:
(I)
SEVERANCE.
THE COMPANY SHALL PAY TO EXECUTIVE (OR EXECUTIVE'S ESTATE IF
EXECUTIVE DIES AFTER TERMINATION) AN AMOUNT EQUAL