AWARDS, IF ANY, SHALL BECOME FULLY VESTED, PAYABLE IN A LUMP SUM WITHIN THIRTY
(30) DAYS OF THE TERMINATION DATE; AND
(E)
AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF
HEALTH INSURANCE PREMIUMS AT THE SAME LEVEL OF HEALTH (I.E., MEDICAL, VISION AND
DENTAL) COVERAGE AND BENEFITS AS IN EFFECT FOR THE EMPLOYEE ON THE DAY
IMMEDIATELY PRECEDING THE DAY OF THE EMPLOYEE'S TERMINATION OF EMPLOYMENT,
PAYABLE WITHIN THIRTY (30) DAYS OF THE DATE OF TERMINATION.
IT IS THE INTENT OF THE PARTIES THAT THE TERMS OF THIS AGREEMENT WILL BE
INCLUSIVE OF, AND SATISFY ALL THE COMPANY'S (AND ITS AFFILIATES') SEVERANCE
OBLIGATIONS AFTER THE TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY,
INCLUDING, WITHOUT LIMITATION, ANY SEVERANCE TO WHICH THE EMPLOYEE MAY BE
ENTITLED PURSUANT TO APPLICABLE LAW.
IN THIS RESPECT, ANY AMOUNTS DUE AND OWING
HEREUNDER WILL FIRST BE USED TO OFFSET ANY AMOUNTS THAT THE COMPANY (OR ITS
AFFILIATES) MAY OTHERWISE OWE TO THE EMPLOYEE UNDER APPLICABLE LAWS IN
CONNECTION WITH HIS TERMINATION.
4.
OTHER TERMINATIONS. FOR AVOIDANCE OF
DOUBT, IF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY TERMINATES AS A RESULT OF
CAUSE OR THE EMPLOYEE RESIGNS WITHOUT GOOD REASON, THEN THE EMPLOYEE SHALL NOT
BE ENTITLED TO RECEIVE SEVERANCE OR OTHER BENEFITS HEREUNDER, EXCEPT THOSE
BENEFITS REQUIRED TO BE PROVIDED BY LAW.
5.
ACCRUED WAGES AND VACATION; EXPENSES.
WITHOUT REGARD TO THE REASON FOR, OR THE TIMING OF, EMPLOYEE'S TERMINATION OF
EMPLOYMENT: (I) THE COMPANY SHALL PAY THE EMPLOYEE ANY UNPAID BASE SALARY DUE
FOR PERIODS PRIOR TO THE TERMINATION DATE; (II) THE COMPANY SHALL PAY THE
EMPLOYEE ALL OF THE EMPLOYEE'S ACCRUED AND UNUSED VACATION THROUGH THE
TERMINATION DATE; AND (III) FOLLOWING SUBMISSION OF PROPER EXPENSE REPORTS BY
THE EMPLOYEE, THE COMPANY SHALL REIMBURSE THE EMPLOYEE FOR ALL EXPENSES
REASONABLY AND NECESSARILY INCURRED BY THE EMPLOYEE IN CONNECTION WITH THE
BUSINESS OF THE COMPANY PRIOR TO THE TERMINATION DATE. THESE PAYMENTS SHALL BE
MADE PROMPTLY UPON TERMINATION AND WITHIN THE PERIOD OF TIME MANDATED BY LAW.
6.
RELEASE AND NON-DISPARAGEMENT AGREEMENT.
AS A CONDITION TO RECEIVING SEVERANCE OR OTHER BENEFITS UNDER THIS AGREEMENT,
EMPLOYEE WILL BE REQUIRED TO SIGN A WAIVER AND RELEASE OF ALL CLAIMS ARISING OUT
OF HIS INVOLUNTARY TERMINATION OR SEPARATION FOR GOOD REASON AND AN AGREEMENT
NOT TO DISPARAGE THE COMPANY, ITS DIRECTORS, OR ITS EXECUTIVE OFFICERS, IN A
REASONABLE FORM SATISFACTORY TO THE COMPANY; PROVIDED, HOWEVER, EMPLOYEE WILL
NOT BE REQUIRED TO WAIVE OR RELEASE ANY RIGHTS RELATED TO THE COMPANY'S
INDEMNIFICATION OBLIGATIONS OR THAT ARISE UNDER THE COMPANY'S D&O INSURANCE
COVERAGE.
7.
SUCCESSORS.
(A)
COMPANY'S SUCCESSORS. ANY SUCCESSOR TO THE
COMPANY (WHETHER DIRECT OR INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER,
CONSOLIDATION, LIQUIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S BUSINESS AND/OR ASSETS SHALL ASSUME THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT AND AGREE EXPRESSLY TO PERFORM THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE
REQUIRED TO PERFORM SUCH OBLIGATIONS IN THE ABSENCE OF