AND WILL BE SUBJECT TO ALL APPLICABLE FEDERAL, LOCAL AND STATE
WITHHOLDING, PAYROLL AND OTHER TAXES.
F.
BENEFITS CONTINUATION.
THE EMPLOYEE'S ELIGIBILITY FOR
PARTICIPATION IN THE COMPANY'S HEALTH PLAN OR PLANS TERMINATES AS OF THE
TERMINATION DATE AND THE PARTIES AGREE THAT THE TERMINATION DATE SHALL
CONSTITUTE THE "QUALIFYING EVENT" UNDER THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1985 ("COBRA").
HOWEVER, THE EMPLOYEE MAY ELECT IN
ACCORDANCE WITH COBRA TO CONTINUE COVERAGE UNDER THE COMPANY'S HEALTH PLANS
WHICH ARE AVAILABLE TO ACTIVE EMPLOYEES OF THE COMPANY.
IN THE EVENT THAT THE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED EITHER (I) AT THE
EMPLOYEE'S OPTION AND EITHER THE EMPLOYEE OR THE COMPANY ELECTS FOR THE EMPLOYEE
TO RECEIVE SEVERANCE PAYMENTS PURSUANT TO PARAGRAPH 3.A, OR (II) AT THE
COMPANY'S OPTION PURSUANT TO PARAGRAPH 3.D, THEN IN THE EVENT EMPLOYEE ELECTS
CONTINUATION OF COVERAGE UNDER COBRA, THE COMPANY SHALL, DURING THE SEVERANCE
PERIOD, PAY 100% OF THE PREMIUM PAYMENTS FOR HEALTH AND DENTAL INSURANCE
CONTINUATION COVERAGE, AND AFTER THE EXPIRATION OF THE SEVERANCE PERIOD, HEALTH
INSURANCE COVERAGE SHALL BE CONTINUED ONLY TO THE EXTENT REQUIRED BY COBRA AND
ONLY TO THE EXTENT THAT EMPLOYEE TIMELY PAYS THE PREMIUM PAYMENTS FOR SUCH
CONTINUATION OF HEALTH INSURANCE COVERAGE.
IN ADDITION, THE COMPANY SHALL PAY
UP TO $25,000 FOR OUTPLACEMENT SERVICES TO ADVISE THE EMPLOYEE.
G.
SUSPENSION OF PAYMENTS AND BENEFITS.
THE COMPANY MAY, IN ITS
DISCRETION, SUSPEND AND CAUSE TO BE FORFEITED ANY OR ALL OF THE FOREGOING
SEVERANCE PAYMENTS AND BENEFITS IN THE EVENT EMPLOYEE MATERIALLY BREACHES THE
PROVISIONS OF THIS AGREEMENT OR THE PROVISIONS OF THE INVENTION DISCLOSURE AND
CONFIDENTIALITY AGREEMENT REFERRED TO IN PARAGRAPH 5 HEREOF.
4.
NON-COMPETITION AND NON-SOLICITATION.
A.
NON-COMPETITION.
DURING THE TERM OF EMPLOYEE'S EMPLOYMENT WITH
THE COMPANY AND, PROVIDED THE EMPLOYEE OR THE COMPANY HAS ELECTED FOR THE
EMPLOYEE TO RECEIVE SEVERANCE PAYMENTS PURSUANT TO SECTION 3.E, IN WHICH CASE
THEN UNTIL THE EXPIRATION OF THE SEVERANCE PERIOD, IF ANY, (THE "NON-COMPETE
PERIOD"), THE EMPLOYEE WILL NOT, WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT,
ALONE OR AS A PARTNER, JOINT VENTURER, OFFICER, DIRECTOR, EMPLOYEE, CONSULTANT,
AGENT, INDEPENDENT CONTRACTOR OR STOCKHOLDER OF ANY COMPANY OR BUSINESS, ENGAGE
IN ANY BUSINESS ACTIVITY WHICH IS OR PLANS TO BE IN COMPETITION IN THE UNITED
STATES WITH ANY OF THE PRODUCTS OR SERVICES MARKETED, DISTRIBUTED, SOLD OR
OTHERWISE PROVIDED BY THE COMPANY AT SUCH TIME.
THE OWNERSHIP BY THE EMPLOYEE
OF NOT MORE THAN ONE PERCENT OF THE SHARES OF STOCK OF ANY CORPORATION HAVING A
CLASS OF EQUITY SECURITIES ACTIVELY TRADED ON A NATIONAL SECURITIES EXCHANGE OR
ON NASDAQ SHALL NOT BE DEEMED, IN AND OF ITSELF, TO VIOLATE THE PROHIBITIONS OF
THIS PARAGRAPH.
B.
NON-SOLICITATION.
DURING THE NON-COMPETE PERIOD, THE EMPLOYEE
WILL NOT, DIRECTLY OR INDIRECTLY, EMPLOY ANY PERSON WHO IS EMPLOYED BY THE
COMPANY AT ANY TIME DURING THE TERM HEREOF, OR IN ANY MANNER SEEK TO INDUCE ANY
SUCH PERSON TO LEAVE HIS OR HER EMPLOYMENT WITH THE COMPANY.
IN ADDITION, THE
EMPLOYEE WILL NOT KNOWINGLY PERMIT ANY