GROSS AMOUNT OF $310,000 (WHICH EQUALS 12 MONTHS
OF EXECUTIVE'S BASE SALARY RATE AS IN EFFECT AT THE TERMINATION DATE), SUBJECT
TO ALL LEGALLY REQUIRED WITHHOLDINGS AND PAYABLE IN INSTALLMENTS IN ACCORDANCE
WITH THE COMPANY'S NORMAL PAYROLL SCHEDULE AND PAYROLL PRACTICES IN EFFECT FROM
TIME TO TIME, ON A BIWEEKLY BASIS, ON THE FIRST PAYROLL DATE AFTER THE EFFECTIVE
DATE FOR THE FOLLOWING 12 MONTHS (THE "SEVERANCE PERIOD"), OR AFTER AUGUST 30,
2014, WHICHEVER IS LATER.
EXECUTIVE AGREES THAT SUCH PAYMENTS WILL BE ISSUED BY
THE COMPANY VIA DIRECT DEPOSIT, AND THAT IF EXECUTIVE'S BANK ACCOUNT INFORMATION
CHANGES AT ANY TIME, EXECUTIVE WILL NOTIFY THE COMPANY IN WRITING AND CONFIRM
RECEIPT OF SUCH NOTICE.
EXECUTIVE UNDERSTANDS THAT ANY CHANGE IN BANK ACCOUNT
INFORMATION MAY CAUSE DELAY IN DIRECT DEPOSIT OF ANY SEVERANCE BENEFITS.
(B)
SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH AND PARAGRAPH
4(B)(II)(B) OF THE EMPLOYMENT AGREEMENT, CONTINUATION FOR THE SEVERANCE PERIOD
OF EXECUTIVE'S GROUP MEDICAL, DENTAL AND VISION INSURANCE COVERAGE ON THE
COMPANY'S HEALTH INSURANCE PLAN, AFTER WHICH EXECUTIVE WILL BE ENTITLED TO ELECT
CONTINUATION OF COVERAGE FOR HEALTH INSURANCE BENEFITS UNDER SECTION 4980 OF THE
INTERNAL REVENUE CODE OF 1986 ("COBRA") AT HIS OWN COST AND EXPENSE SUBJECT TO
PARAGRAPH 3(C) HEREIN.
CONTINUATION OF SUCH BENEFITS WILL CEASE IN THE EVENT
THAT EXECUTIVE ACCEPTS EMPLOYMENT THAT PROVIDES SUCH BENEFITS AT ANY TIME DURING
THE SEVERANCE PERIOD, OR AS PROVIDED IN PARAGRAPH 15 OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IF THE COMPANY DETERMINES, IN ITS SOLE
DISCRETION, THAT MAINTAINING EXECUTIVE'S GROUP MEDICAL, DENTAL AND VISION
INSURANCE COVERAGE WOULD RESULT IN A VIOLATION OF THE NONDISCRIMINATION RULES OF
SECTION 105(H)(2) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY STATUTE OR
REGULATION OF SIMILAR EFFECT (INCLUDING BUT NOT LIMITED TO THE 2010 PATIENT
PROTECTION AND AFFORDABLE CARE ACT, AS AMENDED BY THE 2010 HEALTH CARE AND
EDUCATION RECONCILIATION ACT), THEN IN LIEU OF MAINTAINING EXECUTIVE'S INSURANCE
COVERAGE, THE COMPANY, IN ITS SOLE DISCRETION, MAY ELECT TO INSTEAD PAY
EXECUTIVE ON THE FIRST DAY OF EACH MONTH OF THE SEVERANCE PERIOD, A FULLY
TAXABLE CASH PAYMENT EQUAL TO THE COBRA PREMIUMS FOR THAT MONTH, SUBJECT TO
APPLICABLE TAX WITHHOLDINGS (SUCH AMOUNT, THE "SPECIAL SEVERANCE PAYMENT"), FOR
THE REMAINDER OF THE SEVERANCE PERIOD.
EXECUTIVE MAY, BUT IS NOT OBLIGATED TO,
USE SUCH SPECIAL SEVERANCE PAYMENT TOWARD THE COST OF COBRA PREMIUMS.
FOR
CLARIFICATION, EXECUTIVE WILL NO LONGER BE COVERED UNDER THE FOLLOWING PROGRAMS
AS OF AND FOLLOWING THE TERMINATION DATE:
SHORT AND LONG TERM DISABILITY,
TRAVEL ACCIDENT, VACATION ACCRUAL, BASIC AND SUPPLEMENTAL ACCIDENTAL DEATH &
DISMEMBERMENT INSURANCE AND SUPPLEMENTAL LIFE INSURANCE AND PARTICIPATION IN THE
COMPANY'S 401(K) PROGRAM;
2
(C)
EXECUTIVE ACKNOWLEDGES THAT THE EMPLOYMENT AGREEMENT PROVIDES
THAT IT IS SOLELY WITHIN THE BOARD'S DISCRETION TO DETERMINE IF IT WILL
ACCELERATE THE VESTING OF THE BALANCE, OR SOME LESSER PORTION OF, EXECUTIVE'S
STOCK OPTIONS AND RESTRICTED SHARE UNITS.
IN ADDITION, WHILE NOT REQUIRED TO DO
SO, IT IS WITHIN THE BOARD'S DISCRETION TO EXTEND THE POST-TERMINATION EXERCISE
PERIOD OF EXECUTIVE'S