FAMILY MEMBERS SHALL BE ENTITLED TO CONTINUATION
OF MEDICAL AND DENTAL BENEFITS ON THE SAME BASIS AS PROVIDED IN
SECTION 4(B)(III), EXCEPT THE MAXIMUM TIME PERIOD FOR SUCH COVERAGE SHALL BE ONE
YEAR FOLLOWING THE DATE OF TERMINATION.
(E)
TIMING OF PAYMENTS.
SUBJECT TO SECTION 6(N), THE PAYMENTS
PROVIDED FOR, AS APPLICABLE, IN SECTIONS 4(B)(I), (II) AND (IV) (TO THE EXTENT
PROVIDED THEREIN) OR SECTIONS 4(C)(I) AND (II) OR SECTION 4(D)(I) SHALL BE MADE
NOT LATER THAN THE FIFTH (5TH) DAY FOLLOWING THE DATE OF TERMINATION.
(F)
NO MITIGATION.
OFFICER SHALL NOT BE REQUIRED TO MITIGATE THE
AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS SECTION 4 BY SEEKING OTHER EMPLOYMENT
OR OTHERWISE NOR, EXCEPT AS PROVIDED IN SECTION 4(B)(III) OR SECTION 4(C)(IV),
SHALL THE AMOUNT OF ANY PAYMENT OR BENEFIT PROVIDED FOR IN THIS SECTION 4 BE
REDUCED BY ANY COMPENSATION EARNED BY OFFICER AS THE RESULT OF EMPLOYMENT BY
ANOTHER EMPLOYER OR SELF-EMPLOYMENT, BY RETIREMENT BENEFITS OR BY OFFSET AGAINST
ANY CLAIM OR AMOUNT CLAIMED TO BE OWED BY OFFICER TO CORPORATION, OR OTHERWISE.
(G)
EXCLUSIVE REMEDY.
OFFICER AGREES THAT THE PAYMENTS, BENEFITS AND
ENTITLEMENTS CONTEMPLATED BY THIS SECTION 4 (AND ANY APPLICABLE ACCELERATION OF
VESTING OF AN EQUITY-BASED AWARD IN ACCORDANCE WITH THE TERMS OF SUCH AWARD)
SHALL, IF SUCH PAYMENTS, BENEFITS OR ENTITLEMENTS ARE ACTUALLY MADE OR PROVIDED
AND SUCH ACCELERATED VESTING AND ANY OTHER EQUITY PROVISION IS ACTUALLY EFFECTED
(INCLUDING WITH RESPECT TO DELIVERY OF SHARES AND THE
16
POST-TERMINATION EXERCISE PERIOD FOR OPTIONS) AS CONTEMPLATED BY THE APPLICABLE
PROVISIONS OF THIS SECTION 4 DEPENDING UPON THE CIRCUMSTANCES IN WHICH THE
TERMINATION OCCURS, CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR SUCH
TERMINATION OF HIS EMPLOYMENT, AND, PROVIDED SUCH PAYMENTS, BENEFITS OR
ENTITLEMENTS ARE ACTUALLY MADE AS SET FORTH HEREIN, OFFICER COVENANTS NOT TO
ASSERT OR PURSUE ANY OTHER REMEDIES, AT LAW OR IN EQUITY, WITH RESPECT TO SUCH
TERMINATION OF EMPLOYMENT.
THIS SECTION 4(G) DOES NOT IN ANY WAY LIMIT ANY
RIGHT OF EITHER PARTY TO CONTEST THE CHARACTERIZATION OF A TERMINATION OF
EMPLOYMENT (FOR EXAMPLE, AND WITHOUT LIMITATION, THE RIGHT OF OFFICER TO CONTEST
WHETHER CORPORATION HAD CAUSE TO TERMINATE OFFICER'S EMPLOYMENT IN A PURPORTED
TERMINATION FOR CAUSE) AND, IF SUCCESSFUL, TO RECEIVE THE PAYMENTS, BENEFITS OR
ENTITLEMENTS DUE FOR SUCH A TERMINATION IN ACCORDANCE WITH THE TERMS HEREOF.
5.
COVENANTS.
(A)
CONFIDENTIALITY.
OFFICER HEREBY AGREES THAT OFFICER SHALL NOT AT
ANY TIME (WHETHER DURING OR AFTER OFFICER'S EMPLOYMENT WITH CORPORATION),
DIRECTLY OR INDIRECTLY, OTHER THAN IN THE COURSE OF OFFICER'S DUTIES HEREUNDER,
DISCLOSE OR MAKE AVAILABLE TO ANY PERSON, FIRM, CORPORATION, ASSOCIATION OR
OTHER ENTITY FOR ANY REASON OR PURPOSE WHATSOEVER, ANY CONFIDENTIAL INFORMATION
(AS DEFINED BELOW); PROVIDED, HOWEVER, THAT THIS SECTION 5(A) SHALL NOT APPLY
WHEN (I) DISCLOSURE IS REQUIRED BY LAW OR BY ANY COURT, ARBITRATOR, MEDIATOR OR
ADMINISTRATIVE OR LEGISLATIVE BODY (INCLUDING ANY COMMITTEE THEREOF) WITH ACTUAL
OR APPARENT JURISDICTION TO ORDER OFFICER TO DISCLOSE OR MAKE AVAILABLE SUCH
INFORMATION (PROVIDED, HOWEVER, THAT OFFICER SHALL PROMPTLY NOTIFY CORPORATION
IN