COMPANY OF THE COST OF THE COBRA
COVERAGE FOR THE EXECUTIVE AND THE DEPENDANTS WITH RESPECT TO WHICH THE
EXECUTIVE WAS RECEIVING BENEFITS UNDER THE MEDICAL PLANS OF THE COMPANY AS OF
THE DATE OF THE INVOLUNTARY TERMINATION, THROUGH THE LAST DAY OF THE SEVERANCE
PERIOD, OR UNTIL THE EXECUTIVE BECOMES ELIGIBLE TO PARTICIPATE IN A SUBSEQUENT
EMPLOYER'S MEDICAL PLAN, WHICHEVER OCCURS FIRST;
(3)
PAYMENT OF THE ANNUAL BONUS, FOR THE YEAR OF TERMINATION, PAYABLE
IN A LUMP SUM PAYMENT WITHIN 30 DAYS OF THE DATE THAT THE ANNUAL BONUS IS
NORMALLY PAID; AND
5
(4)
CONTINUED VESTING AND EXERCISABILITY OF THE OPTION THROUGH THE
EXPIRATION OF THE TERM AT SUCH TIMES AS THE OPTION WOULD NORMALLY VEST IN
ACCORDANCE WITH THE VESTING SCHEDULE APPLICABLE TO THE OPTION HAD THE EXECUTIVE
CONTINUED EMPLOYMENT WITH THE COMPANY THROUGH THE EXPIRATION OF THE TERM.
Anything herein to the contrary notwithstanding, the Company shall have no
obligation to continue to maintain during the Severance Period any plan, program
or level of benefits solely as a result of the provisions of this Agreement.
(II)
RESIGNATION FOR "GOOD REASON" SHALL MEAN THE EXECUTIVE'S RESIGNATION FROM
HIS EMPLOYMENT HEREUNDER FOLLOWING: (A) THE ASSIGNMENT TO THE EXECUTIVE OF
DUTIES MATERIALLY INCONSISTENT WITH THIS AGREEMENT OR AN ADVERSE AND MATERIAL
CHANGE IN HIS TITLE OR AUTHORITY; (B) A MATERIAL BREACH OF THIS AGREEMENT BY THE
COMPANY OR FAILURE BY THE COMPANY TO COMPLY IN ANY MATERIAL RESPECT WITH ITS
OBLIGATIONS UNDER THIS AGREEMENT; OR (C) THE REQUIREMENT THAT THE EXECUTIVE
RELOCATE TO A LOCATION OUTSIDE A THIRTY-FIVE (35)-MILE RADIUS FROM HAUPPAGE, NEW
YORK; PROVIDED, HOWEVER, THAT REQUIRED TRAVEL ON BUSINESS IN ACCORDANCE WITH
SECTION 2(C) HEREOF SHALL NOT CONSTITUTE GOOD REASON.
(III)
THE DATE OF A TERMINATION BY THE COMPANY OF THE EXECUTIVE'S EMPLOYMENT
WITHOUT CAUSE SHALL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF TERMINATION TO
THE EXECUTIVE.
RESIGNATION BY THE EXECUTIVE OF HIS EMPLOYMENT HEREUNDER FOR
GOOD REASON SHALL BE COMMUNICATED BY DELIVERY TO THE COMPANY OF A WRITTEN NOTICE
FROM THE EXECUTIVE STATING THAT THE EXECUTIVE SHALL RESIGN FOR GOOD REASON,
STATING THE PARTICULARS THEREOF, AND THE EFFECTIVE DATE OF THE RESIGNATION.
THE
COMPANY SHALL HAVE TEN (10) BUSINESS DAYS FROM THE RECEIPT OF SUCH NOTICE TO
EFFECT A CURE OF THE ACTIONS CONSTITUTING GOOD REASON OR TO EFFECT A CURE OF THE
ADVERSE EFFECT OF SUCH ACTIONS.
UPON A CURE OR CORRECTION THEREOF BY THE
COMPANY TO THE REASONABLE SATISFACTION OF THE EXECUTIVE, SUCH ACTIONS SHALL NO
LONGER CONSTITUTE GOOD REASON FOR PURPOSES OF THIS AGREEMENT.
(C)
TERMINATION DUE TO DISABILITY.
IN THE EVENT OF THE EXECUTIVE'S
DISABILITY, THE COMPANY SHALL BE ENTITLED TO TERMINATE HIS EMPLOYMENT.
IN THE
CASE THAT THE COMPANY TERMINATES THE EXECUTIVE'S EMPLOYMENT DUE TO DISABILITY,
THE EXECUTIVE SHALL BE ENTITLED TO (I) PAYMENT OF HIS SALARY UP TO AND INCLUDING
THE DATE OF TERMINATION, (II) PAYMENT OF ANY UNPAID EXPENSE REIMBURSEMENTS, AND
(III) DISABILITY BENEFITS UNDER THE EMPLOYEE BENEFIT PLANS.
AS USED IN THIS
SECTION 5(C), THE