FROM ANY AND ALL
CLAIMS THE OFFICER MAY HAVE AGAINST THE RELEASED PARTIES, WHETHER SUCH CLAIMS
ARE KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, OTHER THAN CLAIMS UNDER THIS
AGREEMENT, CLAIMS FOR SALARY AND OTHER COMPENSATION AND BENEFITS ACCRUED PRIOR
TO TERMINATION, CLAIMS FOR INDEMNIFICATION UNDER APPLICABLE LAW, THE BYLAWS OF
THE COMPANY OR ANY INDEMNIFICATION AGREEMENT BETWEEN THE OFFICER AND THE
COMPANY, AND RIGHTS OF OFFICER UNDER EMPLOYEE BENEFIT PLANS.
3.
IRC PROVISIONS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IF THE COMPANY REASONABLY DETERMINES THAT THE PAYMENT OF THE
SEVERANCE PAYMENT TO OFFICER WOULD BE NONDEDUCTIBLE BY THE COMPANY FOR FEDERAL
INCOME TAX PURPOSES BECAUSE OF SECTION 280G OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), THE SEVERANCE PAYMENT SHALL BE REDUCED TO AN
AMOUNT WHICH MAXIMIZES THE SEVERANCE PAYMENT WITHOUT CAUSING ANY PORTION OF THE
SAME TO BE NONDEDUCTIBLE BY THE COMPANY BECAUSE OF SECTION 280G OF THE CODE.
ANY SUCH REDUCTION SHALL BE APPLIED TO THE SEVERANCE PAYMENT OR THE OTHER
AMOUNTS DUE TO OFFICER IN SUCH MANNER AS OFFICER MAY REASONABLY SPECIFY WITHIN
30 DAYS FOLLOWING NOTICE FROM THE COMPANY OF THE NEED FOR SUCH REDUCTION OR, IF
OFFICER FAILS TO SO SPECIFY TIMELY, AS DETERMINED BY THE COMPANY.
4.
EMPLOYEE BENEFITS.
ALL EMPLOYEE BENEFITS PROVIDED BY THE COMPANY
SHALL CEASE UPON TERMINATION OF OFFICER'S EMPLOYMENT FOR ANY REASON, AND THE
COMPANY SHALL HAVE NO FURTHER RESPONSIBILITY WITH RESPECT THERETO AFTER SUCH
TERMINATION; PROVIDED, HOWEVER, THAT: (A) NOTHING CONTAINED IN THIS AGREEMENT
SHALL AFFECT ANY RIGHT OFFICER MAY HAVE PURSUANT TO THE FEDERAL ENTITLEMENT TO
CONTINUED GROUP HEALTH CARE COVERAGE AS PROVIDED IN THE CONSOLIDATED OMNIBUS
BUDGET RECONCILIATION ACT OF 1985 ("COBRA") OR ANY SUCCESSOR LEGISLATION OR
COMPARABLE STATE LAW; (B) IF OFFICER IS ENTITLED TO RECEIVE A SEVERANCE PAYMENT
PURSUANT TO SECTION 2 HEREOF, AND IF OFFICER ELECTS UNDER COBRA TO CONTINUE TO
RECEIVE ANY BENEFITS THEREUNDER, THE COMPANY SHALL REIMBURSE OFFICER FOR THE
AMOUNT OF SUCH OFFICER'S COBRA PAYMENTS FOR THE FIRST FIFTEEN MONTHS AFTER SUCH
TERMINATION; AND (C) NOTHING SHALL ALTER OR MODIFY THE POST TERMINATION RIGHTS
OF OFFICER UNDER ANY EMPLOYEE BENEFIT PLAN (SUCH AS THE RIGHT TO EXERCISE VESTED
OPTIONS FOR A SPECIFIED PERIOD UNDER THE STOCK INCENTIVE PLAN).
5.
TERM.
THE AGREEMENT SHALL COMMENCE ON THE DATE SET FORTH ABOVE
AND SHALL TERMINATE UPON 12 MONTHS PRIOR WRITTEN NOTICE TO THE OFFICER.
6.
EMPLOYMENT "AT WILL".
NEITHER THIS AGREEMENT NOR THE SEVERANCE
PAYMENT PAYABLE HEREUNDER SHALL BE DEEMED TO LIMIT, REPLACE OR OTHERWISE AFFECT
THE "AT WILL" NATURE OF OFFICER'S EMPLOYMENT WITH THE COMPANY GROUP.
OFFICER'S
EMPLOYMENT WITH ANY MEMBER OF THE COMPANY GROUP CONTINUES TO BE FOR AN
UNSPECIFIED TERM AND MAY BE TERMINATED AT WILL AT
4
ANY TIME WITH OR WITHOUT CAUSE OR NOTICE BY SUCH MEMBER OF THE COMPANY GROUP OR
BY OFFICER (BUT IN THE CASE OF OFFICER, WITHOUT THE WRITTEN CONSENT OF THE
COMPANY OFFICER MUST TERMINATE HIS EMPLOYMENT WITH ALL MEMBERS OF THE COMPANY
GROUP).
THIS EMPLOYMENT "AT-WILL" RELATIONSHIP