(C), (D) OR (E), BY PROVIDING TO THE EXECUTIVE THE
SEVERANCE ENTITLEMENTS SET OUT IN SECTION 4.
4.
SEVERANCE.
IN THE EVENT THAT THE EXECUTIVE IS TERMINATED
PURSUANT TO SUBSECTION 3 (D), (E) OR (F), AND THE EXECUTIVE HAS EXECUTED A
COMPANY RELEASE SUBSTANTIALLY IN THE FORM OF THE ATTACHED EXHIBIT A, THEN THE
COMPANY SHALL PAY THE EXECUTIVE, AS A SEVERANCE ALLOWANCE, (A) AN AMOUNT EQUAL
TO 12 MONTHS OF THE EXECUTIVE'S THEN CURRENT SALARY PLUS (B) AN AMOUNT EQUAL TO
ONE-TWELFTH OF THE EXECUTIVE'S THEN CURRENT CALCULATED BONUS, DETERMINED BY
TAKING THE MAXIMUM AMOUNT OF BONUS IN EFFECT FOR THE THEN CURRENT YEAR TIMES THE
EXECUTIVE'S INDIVIDUAL GOAL PERFORMANCE SCORE FROM THE PREVIOUS YEAR, FOR EACH
MONTH OF THE CURRENT PLAN YEAR DURING WHICH THE EXECUTIVE WAS EMPLOYED PLUS AN
ADDITIONAL 12 MONTHS AND (C) A CONTINUATION OF THE WELFARE BENEFITS OF HEALTH
CARE, LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT, AND DISABILITY INSURANCE
COVERAGE (COLLECTIVELY, "SUPPLEMENTAL BENEFITS") FOR 12 MONTHS AFTER THE
EFFECTIVE DATE OF TERMINATION. THESE BENEFITS SHALL BE PROVIDED AT THE SAME COST
TO THE EXECUTIVE (IF ANY), AND AT THE SAME COVERAGE LEVEL, AS IN EFFECT AS OF
THE EXECUTIVE'S EFFECTIVE DATE OF TERMINATION. HOWEVER, IN THE EVENT THE PREMIUM
COST AND/OR LEVEL OF COVERAGE SHALL CHANGE FOR ALL MANAGEMENT EMPLOYEES WITH
RESPECT TO SUPPLEMENTAL BENEFITS, THE COST AND/OR COVERAGE LEVEL, LIKEWISE,
SHALL CHANGE FOR THE EXECUTIVE IN A CORRESPONDING MANNER. THE AMOUNT OF THE
SEVERANCE ALLOWANCE PROVIDED FOR IN SUBSECTIONS (A) AND (B) OF THIS SECTION 4
SHALL BE PAID IN EQUAL
3
INSTALLMENTS OVER THE SEVERANCE PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, IN THE EVENT THE EXECUTIVE ELECTS TO RECEIVE (PURSUANT TO THE
OPERATION OF SECTION 2) 12 MONTHS OF HIS/HER THEN CURRENT SALARY FOLLOWING A
CHANGE IN CONTROL EVENT AND EXECUTIVE'S VOLUNTARY OR INVOLUNTARY TERMINATION,
THEN EXECUTIVE SHALL NOT BE ENTITLED TO ANY PAYMENT OF SEVERANCE PURSUANT TO
THIS SECTION 4. IN THE EVENT A CHANGE IN CONTROL OCCURS AND THE EXECUTIVE IS NOT
ENTITLED TO 12 MONTHS OF HIS/HER THEN CURRENT SALARY PURSUANT TO SECTION 2, THEN
THE EXECUTIVE SHALL CONTINUE TO BE ENTITLED TO RECEIVE SEVERANCE PAYMENTS PER
THIS SECTION 4.
5.
SURRENDER OF PROPERTIES.
UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, REGARDLESS OF THE CAUSE THEREFOR, THE EXECUTIVE
SHALL PROMPTLY SURRENDER TO THE COMPANY ALL PROPERTY PROVIDED HIM/HER BY THE
COMPANY FOR USE IN RELATION TO HIS/HER EMPLOYMENT, AND, IN ADDITION, THE
EXECUTIVE SHALL SURRENDER TO THE COMPANY ANY AND ALL CONFIDENTIAL SALES
MATERIALS, LISTS OF CUSTOMERS AND PROSPECTIVE CUSTOMERS, PRICE LISTS, FILES,
PATENT APPLICATIONS, RECORDS, MODELS, OR OTHER MATERIALS AND INFORMATION OF OR
PERTAINING TO THE COMPANY OR ITS CUSTOMERS OR PROSPECTIVE CUSTOMERS OR THE
PRODUCTS, BUSINESS, AND OPERATIONS OF THE COMPANY IN HIS/HER POSSESSION.
6.
INVENTIONS AND SECRECY.
EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 6 THE EXECUTIVE:
(A)
SHALL HOLD IN A FIDUCIARY CAPACITY FOR THE BENEFIT OF THE COMPANY
ALL SECRET OR CONFIDENTIAL INFORMATION, KNOWLEDGE, OR DATA OF THE COMPANY