THE DATE OF TERMINATION, UNLESS OTHERWISE REQUIRED BY LAW.
THE SEVERANCE
PAYMENT DESCRIBED IN SECTION 8.1(B) WILL BE PAYABLE IN EQUAL INSTALLMENTS IN
ACCORDANCE WITH THE NORMAL PAYROLL PRACTICES OF THE COMPANY FROM THE DATE OF
TERMINATION THROUGH THE END OF THE EMPLOYMENT TERM OR ONE (1) YEAR AFTER THE
DATE OF TERMINATION, WHICHEVER IS APPLICABLE (THE "SEVERANCE PERIOD"), WITH THE
FIRST INSTALLMENT TO BE PAID ON THE PAYROLL DATE IMMEDIATELY FOLLOWING THE LATER
OF THE DATE OF TERMINATION OR THE DATE EXECUTIVE EXECUTES THE GENERAL RELEASE
(AS DEFINED HEREIN).
THE PAYMENTS TO BE MADE UNDER SECTION 8.1(C) ABOVE SHALL
BE MADE IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE PLAN OR POLICY.
8.3.
CONDITIONS TO RECEIVE SEVERANCE PACKAGE.
EXECUTIVE WILL RECEIVE THE SEVERANCE PACKAGE DESCRIBED ABOVE ONLY IF HE COMPLIES
WITH ALL OF THE FOLLOWING CONDITIONS AND CONTINUES TO COMPLY WITH THE FOLLOWING
FOR THE DURATION OF THE SEVERANCE PERIOD:
(A)
EXECUTIVE EXECUTES A FULL GENERAL RELEASE
IN FAVOR OF THE COMPANY (THE "GENERAL RELEASE") IN THE FORM ATTACHED HERETO AS
EXHIBIT A;
(B)
EXECUTIVE REAFFIRMS IN WRITING AND COMPLIES
WITH THE NON-COMPETITION AND NON-SOLICITATION AGREEMENT BETWEEN EXECUTIVE AND
THE COMPANY (THE "NON-COMPETITION AGREEMENT") IN ACCORDANCE WITH THE TERMS
THEREOF.
(C)
EXECUTIVE COMPLIES WITH THE COMPANY'S THEN
IN EFFECT TRADE SECRETS POLICIES AND ANY INVENTIONS AND PROPRIETARY INFORMATION
AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY (THE "CONFIDENTIALITY AGREEMENT") IN
ACCORDANCE WITH THE TERMS THEREOF.
THE COMPANY'S OBLIGATION TO MAKE PAYMENTS UNDER THIS SECTION 8 SHALL CEASE IF AT
ANY TIME EXECUTIVE IS NOT IN COMPLIANCE WITH ANY OF THE FOREGOING AGREEMENTS.
9.
NONQUALIFIED DEFERRED COMPENSATION
PLAN.
TO THE EXTENT ANY AMOUNT PAYABLE UNDER A "NONQUALIFIED DEFERRED
COMPENSATION PLAN" (AS DEFINED IN SECTION 409A OF THE U.S. INTERNAL REVENUE
CODE) FOLLOWING A "SEPARATION FROM SERVICE" (AS DEFINED IN SECTION 409A OF THE
U.S. INTERNAL REVENUE CODE), THEN, NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT TO THE CONTRARY, SUCH PAYMENT WILL NOT BE MADE UNTIL THE DATE THAT IS
SIX (6) MONTHS FOLLOWING
3
EXECUTIVE'S SEPARATION FROM SERVICE, BUT ONLY IF THE EXECUTIVE IS THEN DEEMED TO
BE A "SPECIFIED EMPLOYEE" UNDER SECTION 409A OF THE U.S. INTERNAL REVENUE CODE.
10.
DEFINITIONS.
10.1.
ACCRUED OBLIGATIONS.
FOR PURPOSES OF THIS
AGREEMENT, "ACCRUED OBLIGATIONS" SHALL MEAN:
(I) PAYMENT OF EXECUTIVE'S ANNUAL
BASE SALARY THROUGH THE DATE OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID;
AND (II) PAYMENT OF ANY COMPENSATION PREVIOUSLY DEFERRED BY EXECUTIVE (TOGETHER
WITH ANY ACCRUED INTEREST THEREON) AND NOT YET PAID BY COMPANY AND ANY ACCRUED
VACATION PAY NOT YET PAID BY COMPANY.
10.2.
CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE"
SHALL MEAN: (I) ANY WILLFUL, MATERIAL VIOLATION OF ANY LAW OR REGULATION
APPLICABLE TO THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY;
(II) CONVICTION FOR, OR GUILTY PLEA TO, A FELONY OR A CRIME INVOLVING MORAL
TURPITUDE, OR ANY WILLFUL PERPETRATION OF A COMMON LAW FRAUD; (III) COMMISSION
OF AN ACT OF PERSONAL DISHONESTY WHICH INVOLVES PERSONAL PROFIT IN CONNECTION
WITH THE COMPANY OR ANY SUBSIDIARY