OF TERMINATION) FROM THE DATE OF TERMINATION FOR A PERIOD OF TWENTY-FOUR
MONTHS THEREAFTER (THE "SEVERANCE PERIOD").
THE SEVERANCE PAYMENTS DESCRIBED IN
CLAUSE (IV) OF THE FIRST SENTENCE OF THIS PARAGRAPH SHALL BECOME DUE AND OWING
IF, AND ONLY IF, EXECUTIVE HAS EXECUTED AND DELIVERED TO THE COMPANY AND PARENT
A GENERAL RELEASE IN FAVOR OF THEM IN THE FORM ATTACHED HERETO AS EXHIBIT A (THE
"GENERAL RELEASE") AND THE GENERAL RELEASE HAS BECOME EFFECTIVE, AND ONLY SO
LONG AS EXECUTIVE HAS NOT REVOKED OR BREACHED THE PROVISIONS OF THE GENERAL
RELEASE OR BREACHED THE PROVISIONS OF PARAGRAPHS 5, 6 AND 7 HEREOF AND DOES NOT
APPLY FOR UNEMPLOYMENT COMPENSATION CHARGEABLE TO THE COMPANY OR ANY SUBSIDIARY
DURING THE SEVERANCE PERIOD.
EXECUTIVE SHALL NOT BE ENTITLED TO ANY OTHER
SALARY, COMPENSATION OR BENEFITS AFTER TERMINATION OF THE EMPLOYMENT PERIOD,
EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW.
THE COMPANY MAY OFFSET THE
AMOUNTS OTHERWISE PAYABLE PURSUANT TO THIS PARAGRAPH 4(B) BY THE AMOUNT OF
COMPENSATION AND/OR INCOME EXECUTIVE RECEIVES WITH RESPECT TO ANY OTHER
EMPLOYMENT OR CONSULTING ARRANGEMENT (INCLUDING SELF-EMPLOYMENT) DURING THE
SEVERANCE PERIOD.
THE OFFSETS TO THE SEVERANCE PAYMENTS, IF ANY, SHALL BE
DETERMINED ON A MONTH-BY-MONTH BASIS AND, UPON REQUEST FROM TIME TO TIME,
EXECUTIVE SHALL FURNISH THE COMPANY WITH A TRUE AND COMPLETE CERTIFICATE
SPECIFYING ANY SUCH COMPENSATION AND/OR INCOME EARNED OR RECEIVED BY HIM DURING
ANY APPLICABLE MONTH DURING THE SEVERANCE PERIOD.
FURTHERMORE, THE COMPANY
SHALL BE ENTITLED TO DEDUCT FROM ANY PAYMENT OTHERWISE PAYABLE TO EXECUTIVE
PURSUANT TO THIS PARAGRAPH 4(B), ANY AMOUNT RECEIVED BY EXECUTIVE AFTER
TERMINATION OF THE EMPLOYMENT PERIOD UNDER ANY SHORT-TERM OR LONG-TERM
DISABILITY INSURANCE PLAN OR PROGRAM PROVIDED TO HIM BY THE COMPANY; AND
PROVIDED THAT EXECUTIVE SHALL PROMPTLY AND FULLY DISCLOSE TO THE COMPANY IN
WRITING THE AMOUNT OF ANY SUCH DISABILITY INSURANCE PAYMENTS.
(C)
IF THE EMPLOYMENT PERIOD IS TERMINATED FOR ANY OTHER REASON
(INCLUDING (1) BY THE COMPANY FOR CAUSE, (2) DUE TO EXECUTIVE'S DEATH OR (3) BY
EXECUTIVE'S RESIGNATION FOR ANY REASON WITHOUT GOOD REASON), EXECUTIVE SHALL
ONLY BE ENTITLED TO RECEIVE (I) HIS BASE SALARY THROUGH THE DATE OF SUCH
TERMINATION AND (II) ANY PORTION OF A BONUS FROM A PRIOR PERIOD (I.E., FROM A
PRIOR YEAR) THAT HAS BEEN FULLY EARNED AND WAS FULLY PAYABLE PRIOR TO THE DATE
ON WHICH THE EMPLOYMENT PERIOD IS TERMINATED BUT THAT HAD NOT YET BEEN PAID, AND
EXECUTIVE SHALL NOT BE ENTITLED TO ANY OTHER SALARY, COMPENSATION OR BENEFITS
FROM
3
THE COMPANY, PARENT AND/OR ANY OF ITS SUBSIDIARIES THEREAFTER, EXCEPT AS
OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
(D)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL OF EXECUTIVE'S
RIGHTS TO SALARY, BONUSES, EMPLOYEE BENEFITS AND OTHER COMPENSATION HEREUNDER
(IF ANY) WHICH WOULD HAVE ACCRUED OR BECOME PAYABLE AFTER THE TERMINATION OF THE
EMPLOYMENT PERIOD SHALL CEASE UPON SUCH TERMINATION, OTHER THAN THOSE EXPRESSLY
REQUIRED UNDER APPLICABLE LAW (SUCH AS COBRA).
TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY FOR ANY REASON SHALL BE DEEMED TO AUTOMATICALLY
REMOVE EXECUTIVE,