OR HIS ESTATE'S OR BENEFICIARIES' EXECUTION
WITHOUT REVOCATION OF THE RELEASE, BE ENTITLED TO RECEIVE A LUMP SUM PAYMENT
EQUAL TO 50% OF EMPLOYEE'S MOST RECENT ANNUAL BASE SALARY, PAYABLE WITHIN TEN
(10) DAYS FOLLOWING THE EXECUTION OF THE RELEASE.
IN ADDITION, THE COMPANY
SHALL PAY THE COST OF CONTINUATION OF GROUP HEALTH COVERAGE FOR EMPLOYEE AND HIS
DEPENDENTS PURSUANT TO THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT FOR A
PERIOD OF SIX MONTHS FOLLOWING SUCH A TERMINATION AT WILL TO THE EXTENT EMPLOYEE
IS ELIGIBLE FOR AND ELECTS SUCH CONTINUATION COVERAGE; PROVIDED THAT SUCH
PAYMENT BY THE COMPANY SHALL CEASE WHEN EMPLOYEE BECOMES ELIGIBLE FOR GROUP
HEALTH COVERAGE UNDER ANOTHER GROUP HEALTH PLAN.
SUCH SEVERANCE COMPENSATION IS
THE ONLY SEVERANCE COMPENSATION TO WHICH EMPLOYEE SHALL BE ENTITLED FOLLOWING A
TERMINATION AT WILL OR A TERMINATION OF EMPLOYEE'S EMPLOYMENT BY REASON OF
EMPLOYEE'S DEATH OR DISABILITY.
4.3
EMPLOYEE'S OBLIGATION UPON TERMINATION. UPON THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT FOR ANY REASON, EMPLOYEE SHALL WITHIN TEN (10) DAYS OF
SUCH TERMINATION RETURN TO THE COMPANY ALL PERSONAL PROPERTY AND PROPRIETARY
INFORMATION IN EMPLOYEE'S POSSESSION OR CONTROL BELONGING TO THE COMPANY.
UNLESS AND UNTIL ALL SUCH PROPERTY AND INFORMATION IS RETURNED TO THE COMPANY
(WHICH SHALL BE DETERMINED BY THE COMPANY'S STANDARD TERMINATION AND CHECK-OUT
PROCEDURES), THE COMPANY SHALL HAVE NO OBLIGATION TO MAKE ANY PAYMENT OF ANY
KIND TO EMPLOYEE HEREUNDER, EXCEPT THE ACCRUED BENEFITS.
4.4
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT THE FOLLOWING TERMS
SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"TERMINATION AT WILL" SHALL MEAN TERMINATION BY THE COMPANY OF EMPLOYEE'S
EMPLOYMENT BY THE COMPANY OTHER THAN (I) TERMINATION FOR CAUSE, AND (II)
VOLUNTARY TERMINATION.
(B)
"TERMINATION FOR CAUSE" SHALL MEAN TERMINATION BY THE COMPANY OF
EMPLOYEE'S EMPLOYMENT BY THE COMPANY BY REASON OF:
(I)
EMPLOYEE'S WILLFUL DISHONESTY TOWARDS, FRAUD UPON, OR DELIBERATE
INJURY OR ATTEMPTED INJURY TO, OR BREACH OF FIDUCIARY DUTY TO, THE COMPANY;
(II)
EMPLOYEE'S MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT OR
ANY OTHER AGREEMENT TO WHICH EMPLOYEE AND THE COMPANY ARE PARTIES;
(III)
DRUG OR ALCOHOL ABUSE;
2
(IV)
CONDUCT BY EMPLOYEE, WHETHER OR NOT IN CONNECTION WITH THE
PERFORMANCE OF THE DUTIES CONTEMPLATED HEREUNDER, THAT WOULD RESULT IN SERIOUS
PREJUDICE TO THE INTERESTS OF THE COMPANY IF EMPLOYEE WERE TO CONTINUE TO BE
EMPLOYED, INCLUDING, WITHOUT LIMITATION, THE COMMISSION OF A FELONY OR A GOOD
FAITH DETERMINATION BY THE BOARD THAT EMPLOYEE HAS COMMITTED ACTS INVOLVING
MORAL TURPITUDE; OR
(V)
ANY MATERIAL VIOLATION BY EMPLOYEE OF ANY WRITTEN RULE, REGULATION
OR POLICY OF THE COMPANY OF WHICH EMPLOYEE HAS KNOWLEDGE OR EMPLOYEE'S FAILURE
TO FOLLOW REASONABLE LAWFUL WRITTEN INSTRUCTIONS OR DIRECTIONS OF THE CHAIRMAN
OF THE BOARD OF THE COMPANY OR ANY POLICY, RULE OR PROCEDURE OF THE COMPANY IN
FORCE FROM TIME TO TIME OF WHICH EMPLOYEE HAS KNOWLEDGE AND WHICH ARE NOT IN
CONFLICT WITH THIS AGREEMENT.
(C)
"VOLUNTARY TERMINATION" SHALL MEAN TERMINATION BY EMPLOYEE OF EMPLOYEE'S
EMPLOYMENT OTHER THAN TERMINATION BY REASON OF EMPLOYEE'S DEATH OR DISABILITY.
5.
MISCELLANEOUS.
5.1
WAIVER.