MONTHS OF
EXECUTIVE'S BASE SALARY AND EIGHTEEN (18) MONTHS OF BONUS (MINUS ANY PAYMENTS
OWED TO THE COMPANY PURSUANT TO PARAGRAPH 4(D), IN EACH CASE CALCULATED AS THE
AVERAGE OF BASE SALARY AND BONUS PAID BY THE COMPANY TO EXECUTIVE DURING THE
PREVIOUS 3-YEAR PERIOD (OR, IF EXECUTIVE HAS NOT YET BEEN EMPLOYED BY THE
COMPANY FOR A 3-YEAR PERIOD, AS THE AVERAGE OF THE ENTIRE PERIOD DURING WHICH
EXECUTIVE HAS BEEN EMPLOYED BY THE COMPANY) (THE "SEVERANCE COMPENSATION"),
WHICH SHALL BE PAYABLE IN A LUMP SUM IN CASH WITHIN 30 DAYS AFTER THE DATE THE
EMPLOYMENT PERIOD IS TERMINATED IF AND ONLY IF EXECUTIVE HAS EXECUTED AND
DELIVERED TO THE COMPANY A GENERAL RELEASE (OTHER THAN WITH RESPECT TO THOSE
MATTERS AS MAY ARISE FROM EXECUTIVE'S DIRECT OR INDIRECT OWNERSHIP OF SHARES OF
THE COMPANY, EXECUTIVE'S RIGHTS TO APPLICABLE STATUTORY BENEFITS AFTER
TERMINATION, AND EXECUTIVE'S OTHER RIGHTS ON TERMINATION AS CONTAINED HEREIN) IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND ONLY SO LONG AS EXECUTIVE HAS
NOT BREACHED THE PROVISIONS OF PARAGRAPHS 7 AND 8 HEREOF.
(D)
IF THE EMPLOYMENT PERIOD IS TERMINATED (1) BY THE COMPANY FOR
CAUSE, (2) DUE TO EXECUTIVE'S DEATH OR DISABILITY OR (3) BY EXECUTIVE'S
RESIGNATION WITHOUT GOOD REASON, EXECUTIVE, OR HIS ESTATE, AS APPLICABLE, SHALL
BE ENTITLED TO RECEIVE (I) HIS BASE SALARY THROUGH THE DATE OF TERMINATION OR
RESIGNATION AND (II) ANY BONUS AMOUNTS TO WHICH EXECUTIVE IS ENTITLED DETERMINED
BY REFERENCE TO YEARS THAT ENDED ON OR PRIOR TO THE DATE OF TERMINATION OR
RESIGNATION.
(E)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EXECUTIVE SHALL NOT
BE ENTITLED TO ANY OTHER SALARY, BONUSES, EMPLOYEE BENEFITS OR COMPENSATION FROM
THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES AFTER THE TERMINATION OR
EXPIRATION OF THE EMPLOYMENT PERIOD AND ALL OF EXECUTIVE'S RIGHTS TO SALARY,
BONUSES, EMPLOYEE BENEFITS AND OTHER COMPENSATION HEREUNDER WHICH WOULD HAVE
ACCRUED OR BECOME PAYABLE AFTER THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT
PERIOD (OTHER THAN AMOUNTS OWING HEREUNDER AS OF THE DATE OF SUCH TERMINATION OR
EXPIRATION THAT HAVE NOT YET BEEN PAID) SHALL CEASE UPON SUCH TERMINATION OR
EXPIRATION, OTHER THAN THOSE EXPRESSLY REQUIRED UNDER APPLICABLE LAW.
(F)
THE COMPANY MAY OFFSET ANY AMOUNTS EXECUTIVE OWES IT OR ITS
SUBSIDIARIES OR AFFILIATES (INCLUDING ANY INDEMNITIES EXECUTIVE OWES TO THE
COMPANY OR ITS SUBSIDIARIES OR AFFILIATES) AGAINST ANY AMOUNTS IT OWES, OR ITS
SUBSIDIARIES OR AFFILIATES OWE, EXECUTIVE HEREUNDER, SUBJECT TO ANY REQUIREMENTS
OF APPLICABLE LAW.
(G)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" MEANS (I) THE ENGAGING BY
EXECUTIVE IN GROSS NEGLIGENCE OR WILFUL MISCONDUCT THAT IS INJURIOUS TO ANY OF
THE COMPANY, ITS SUBSIDIARIES OR ITS AFFILIATES, (II) THE EMBEZZLEMENT OR
MISAPPROPRIATION OF FUNDS OR PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
OR AFFILIATES BY EXECUTIVE OR THE CONVICTION OF EXECUTIVE OF A FELONY OR THE
ENTRANCE OF A PLEA OF GUILTY OR NOLO CONTENDERE BY EXECUTIVE TO A FELONY, (III)
THE WILFUL FAILURE OR REFUSAL BY EXECUTIVE TO SUBSTANTIALLY PERFORM HIS DUTIES
OR RESPONSIBILITIES THAT CONTINUES