pursuant to the
Plans.
(B)
TERMINATION WITHOUT CAUSE AND RESIGNATION FOR GOOD REASON.
THE
COMPANY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE EMPLOYMENT OF
THE EXECUTIVE WITH THE COMPANY FOR ANY REASON OR NO REASON AND WITHOUT CAUSE
UPON WRITTEN NOTICE TO THE EXECUTIVE OF SUCH TERMINATION, AND THE EXECUTIVE
SHALL HAVE THE RIGHT TO RESIGN FOR GOOD REASON (AS HEREINAFTER DEFINED);
PROVIDED THAT, EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (C) BELOW, (I) THE
COMPANY SHALL CONTINUE TO PAY TO THE EXECUTIVE THE SALARY THEN IN EFFECT FOR SIX
MONTHS FOLLOWING THE TERMINATION DATE, IN ACCORDANCE WITH THE CUSTOMARY PAYROLL
PRACTICES OF THE COMPANY FOR ITS SENIOR MANAGEMENT PERSONNEL, PROVIDED THAT THE
EXECUTIVE HAS EXECUTED AND DELIVERED TO THE COMPANY A GENERAL RELEASE IN FAVOR
OF THE COMPANY, EFFECTIVE UPON THE EXECUTIVE'S LAST DAY OF EMPLOYMENT, (II) THE
COMPANY SHALL CONTINUE ANY BENEFITS IN WHICH THE EXECUTIVE THEN PARTICIPATES ON
THE SAME BASIS OF PARTICIPATION AND SUBJECT TO ALL TERMS AND CONDITIONS OF SUCH
PLANS AS APPLIED PRIOR TO SUCH TERMINATION OR RESIGNATION AND (III) THE
EXECUTIVE SHALL BE ENTITLED TO EXERCISE ANY STOCK OPTIONS GRANTED UNDER THE
PLANS THAT HAVE VESTED AS OF THE TERMINATION DATE FOR A PERIOD OF NINE MONTHS
FOLLOWING THE TERMINATION DATE.
(C)
TERMINATION UPON CHANGE OF CONTROL OR RESIGNATION FOR GOOD REASON
FOLLOWING A CHANGE OF CONTROL. IN THE EVENT THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY SUBSEQUENT TO A CHANGE OF CONTROL (AS HEREINAFTER
DEFINED) OR THE EXECUTIVE RESIGNS FROM THE COMPANY FOR GOOD REASON (AS
HEREINAFTER DEFINED) AT ANY TIME FOLLOWING A CHANGE OF CONTROL, THE COMPANY WILL
PAY THE EXECUTIVE A SEVERANCE AMOUNT, IN ONE LUMP SUM, WITHIN 30 DAYS OF SUCH
TERMINATION, EQUAL TO THE PRODUCT OF (X) THE SALARY AND BONUS MULTIPLIED BY (Y)
ONE AND ONE-HALF (1.5).
IF A PAYMENT IS MADE TO THE EXECUTIVE PURSUANT TO THIS
PARAGRAPH (C), IN NO EVENT SHALL THE EXECUTIVE RECEIVE ANY PAYMENTS PURSUANT
PARAGRAPH (B) OF THIS SECTION 9. TO THE EXTENT THAT SUCH AMOUNTS ARE IN EXCESS
OF THE AMOUNT ALLOWABLE AS A DEDUCTION UNDER SECTION 280(G) OF THE CODE, OR ARE
SUBJECT TO EXCISE TAX PURSUANT TO SECTION 4999 OF THE CODE, THE COMPANY WILL
GROSS-UP ANY ADDITIONAL AMOUNTS DUE, AND ALL NON-VESTED OPTIONS TO PURCHASE
SHARES OF COMMON STOCK GRANTED UNDER THE PLANS SHALL VEST ON THE TERMINATION
DATE AND ALL RESTRICTIONS ON COMMON STOCK PURCHASED BY THE EXECUTIVE UNDER THE
PLANS SHALL, SUBJECT TO APPLICABLE SECURITIES LAWS, RULES AND REGULATIONS, LAPSE
ON THE TERMINATION DATE.
(D)
RESIGNATION. THE EXECUTIVE SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY UPON FOURTEEN (14) CALENDAR DAYS
PRIOR WRITTEN NOTICE TO THE COMPANY. EXCEPT IF THE EXECUTIVE'S RESIGNATION IS
FOR GOOD REASON IN ACCORDANCE WITH PARAGRAPHS (B) AND (C) ABOVE, FROM AND AFTER
THE EFFECTIVE DATE OF SUCH RESIGNATION, THE EXECUTIVE SHALL (I) HAVE NO RIGHT TO
RECEIVE ANY FURTHER SALARY OR BONUS HEREUNDER; (II) CEASE TO BE COVERED UNDER OR
BE