(AS DEFINED BELOW) WITHOUT PRIOR NOTICE. UPON A TERMINATION OF
EXECUTIVE'S EMPLOYMENT (I) DUE TO EXECUTIVE'S DEATH OR DISABILITY, OR (II) BY
THE COMPANY FOR CAUSE, EXECUTIVE (OR, IN THE CASE OF EXECUTIVE'S DEATH,
EXECUTIVE'S ESTATE AND/OR BENEFICIARIES) SHALL BE ENTITLED TO: (A) UNPAID BASE
SALARY THROUGH THE DATE OF THE TERMINATION; (B) ANY EARNED BUT UNPAID BONUS FOR
THE PRIOR FISCAL YEAR OF THE COMPANY; AND (C) ANY BENEFITS DUE TO EXECUTIVE
UNDER ANY EMPLOYEE BENEFIT PLAN OF THE COMPANY AND ANY PAYMENTS DUE TO EXECUTIVE
UNDER THE TERMS OF ANY COMPANY PROGRAM, ARRANGEMENT OR AGREEMENT, EXCLUDING ANY
SEVERANCE PROGRAM OR POLICY (COLLECTIVELY, THE "ACCRUED AMOUNTS"). EXECUTIVE
SHALL HAVE NO FURTHER RIGHT OR ENTITLEMENT UNDER THIS AGREEMENT; PROVIDED,
HOWEVER, THAT IN THE EVENT OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT DUE TO
EXECUTIVE'S DEATH OR DISABILITY, ALL OPTIONS AND RESTRICTED SHARES PREVIOUSLY
GRANTED TO EXECUTIVE SHALL FULLY VEST.
(B)
TERMINATION WITHOUT CAUSE OR FOR GOOD
REASON. (I)
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE AND
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT FOR GOOD REASON, IN EACH CASE UPON THIRTY
DAYS PRIOR WRITTEN NOTICE. IN THE EVENT THAT, DURING THE TERM, THE COMPANY
TERMINATES THE EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE OR EXECUTIVE TERMINATES HIS
EMPLOYMENT FOR GOOD REASON, EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING IN LIEU
OF ANY PAYMENTS OR BENEFITS UNDER ANY SEVERANCE PROGRAM OR POLICY OF THE
COMPANY, AND SUBJECT TO EXECUTION BY EXECUTIVE OF A WAIVER AND RELEASE OF CLAIMS
IN A FORM REASONABLY DETERMINED BY THE COMPANY:
(I) THE ACCRUED AMOUNTS;
(II) A LUMP SUM CASH SEVERANCE PAYMENT EQUAL TO THE UNPAID BALANCE OF THE BASE
SALARY AND ANNUAL BONUSES EXECUTIVE WOULD HAVE BEEN PAID FOR THE BALANCE OF THE
TERM HEREOF MEASURED FROM THE DATE OF TERMINATION OF EMPLOYMENT PURSUANT TO THIS
PARAGRAPH 4(B) TO THE EXPIRATION DATE OF THE TERM; THE SEVERANCE PAYABLE SHALL
BE COMPUTED BASED UPON (A) EXECUTIVE'S HIGHEST BASE SALARY IN EFFECT AT ANY TIME
DURING HIS EMPLOYMENT WITH THE COMPANY AND (B)
EXECUTIVE'S ANNUAL BONUS
RECEIVED FOR THE MOST RECENT COMPLETED FISCAL YEAR OF THE COMPANY PRIOR TO THE
DATE OF TERMINATION;
3
(III) CONTINUED COVERAGE FOR A PERIOD OF TWELVE MONTHS COMMENCING ON THE DATE OF
TERMINATION (A) FOR EXECUTIVE (AND HIS ELIGIBLE DEPENDENTS, IF ANY) UNDER THE
COMPANY'S HEALTH PLANS ON THE SAME BASIS AS SUCH COVERAGE IS MADE AVAILABLE TO
EXECUTIVES EMPLOYED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, CO-PAYS,
DEDUCTIBLES AND OTHER REQUIRED PAYMENTS AND LIMITATIONS) AND (B) UNDER ANY
COMPANY LIFE INSURANCE PLAN IN WHICH EXECUTIVE WAS PARTICIPATING IMMEDIATELY
PRIOR TO THE DATE OF TERMINATION; AND
(IV) OTHER THAN IN THE EVENT OF A TERMINATION FOR GOOD REASON PURSUANT TO
SECTION 4(C)(III)(D), FULL VESTING OF ALL OPTIONS AND RESTRICTED SHARES
PREVIOUSLY GRANTED TO EXECUTIVE.
(C)
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT,
THE FOLLOWING DEFINITIONS SHALL APPLY:
(I)
"CAUSE" SHALL MEAN: (A) EXECUTIVE'S
WILLFUL AND CONTINUING FAILURE (EXCEPT WHERE DUE TO PHYSICAL OR MENTAL
INCAPACITY) TO PERFORM HIS DUTIES HEREUNDER; (B) EXECUTIVE'S WILLFUL MALFEASANCE
OR GROSS NEGLECT