AND THE SPECIFIC
TYPE AND AMOUNT OF SUCH CONSULTING SERVICES SHALL BE MUTUALLY APPROVED IN
ADVANCE BY EXECUTIVE AND THE BOARD AND SHALL BE MADE WITH CONSIDERATION OF
EXECUTIVE'S OTHER PERSONAL AND PROFESSIONAL COMMITMENTS FOLLOWING THE SEPARATION
DATE.
THE TIME COMMITMENT REQUIRED FOR CONSULTING SERVICES UNDER THIS AGREEMENT
WILL GENERALLY NOT EXCEED 20 HOURS PER MONTH, ALTHOUGH THE TIME COMMITMENT
REQUIRED DURING ANY SPECIFIC MONTHLY PERIOD, HOWEVER, MAY VARY FROM THE TIME
COMMITMENT REQUIRED IN OTHER PERIODS.
SECTION 2.
TERMINATION BENEFITS UPON RESIGNATION.
THE PROVISIONS
OF THIS SECTION 2 SHALL APPLY ONLY IF EXECUTIVE COMPLIES WITH THE RESTRICTIVE
COVENANTS SET FORTH IN SECTION 6 HEREOF (THE "RESTRICTED COVENANTS").
(A)
SEVERANCE PAYMENTS.
THE COMPANY SHALL CONTINUE TO PAY EXECUTIVE
HIS BASE SALARY (AS IN EFFECT ON THE DATE OF TERMINATION) FOR A PERIOD OF
EIGHTEEN (18) MONTHS FOLLOWING THE SEPARATION DATE OR THE EARLY SEPARATION
DATE.
SUCH PAYMENTS SHALL BE PAYABLE IN ACCORDANCE WITH THE COMPANY'S REGULAR
PAYROLL PRACTICES AND SUCH PAYMENTS ARE SUBJECT TO SUCH DEDUCTIONS OR
WITHHOLDINGS AS THE COMPANY IS REQUIRED TO MAKE PURSUANT TO LAW, OR BY FURTHER
AGREEMENT WITH EXECUTIVE.
(B)
BONUS.
(I)
EXECUTIVE HEREBY ACKNOWLEDGES RECEIPT OF HIS 2005 DISCRETIONARY
BONUS AS DETERMINED BY THE COMPENSATION COMMITTEE OF THE BOARD.
(II)
PROVIDED THAT EXECUTIVE REMAINS EMPLOYED THROUGH THE SEPARATION
DATE, EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A PRO RATA PORTION OF HIS
DISCRETIONARY BONUS FOR THE 2006 FISCAL YEAR, AT THE SOLE AND COMPLETE
DISCRETION OF THE COMPENSATION COMMITTEE OF THE BOARD, BASED ON THE NUMBER OF
DAYS ELAPSED FROM JANUARY 1, 2006 THROUGH THE SEPARATION DATE.
SUCH BONUS SHALL
BE PAID AT THE SAME TIME AS ANNUAL BONUSES ARE PAID TO OTHER SENIOR EXECUTIVES
OF THE COMPANY.
(C)
ACCRUED OBLIGATIONS.
AS SOON AS PRACTICABLE FOLLOWING THE
SEPARATION DATE OR THE EARLY SEPARATION DATE, BUT IN NO EVENT LATER THAN THE
TIME PERIOD REQUIRED UNDER APPLICABLE LAW, THE COMPANY SHALL PAY EXECUTIVE ALL
EARNED BUT UNPAID BASE SALARY THROUGH THE SEPARATION DATE OR THE EARLY
SEPARATION DATE AND REIMBURSE EXECUTIVE FOR ANY REASONABLE UNREIMBURSED EXPENSES
INCURRED IN ACCORDANCE WITH COMPANY POLICY.
ADDITIONALLY, EXECUTIVE SHALL BE
ENTITLED TO A PAYMENT FOR ALL ACCRUED BUT UNUSED VACATION AND SICK PAY THAT
EXECUTIVE HAS ACCRUED THROUGH THE SEPARATION DATE OR THE EARLY SEPARATION DATE.
(D)
SUPPLEMENTAL INSURANCE.
THE EXECUTIVE SHALL RECEIVE, AGAINST
PRESENTATION OF PROPER RECEIPTS, REIMBURSEMENT ON A GROSSED-UP BASIS, FOR THE
AFTER-TAX PAYMENT OF THE PREMIUMS THAT EXECUTIVE IS REQUIRED TO MAKE IN ORDER TO
MAINTAIN HIS TERM LIFE INSURANCE COVERAGE AND SUPPLEMENTAL DISABILITY COVERAGE
AS IN EFFECT IMMEDIATELY PRIOR TO THE SEPARATION DATE OR THE EARLY SEPARATION
DATE, FOR A PERIOD OF TWENTY-FOUR (24) MONTHS FOLLOWING THE SEPARATION DATE OR
THE EARLY SEPARATION DATE.
2
(E)
CONTINUED HEALTH COVERAGE.
THE COMPANY SHALL PROVIDE EXECUTIVE
THE APPROPRIATE NOTICE UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT
OF 1986 ("COBRA").
PROVIDED THAT EXECUTIVE ELECTS GROUP HEALTH INSURANCE COBRA
CONTINUATION COVERAGE FOR EXECUTIVE AND HIS ELIGIBLE DEPENDENTS, UNTIL THE
EARLIER TO OCCUR OF (I) THE DATE ON WHICH