RECEIVED SUCH PAYMENTS OVER THE SEVERANCE PERIOD.
THE LUMP SUM PAYMENTS UNDER
SUBSECTIONS (A), (B) (C) AND (D) ABOVE ARE INTENDED TO SATISFY THE "SHORT-TERM
DEFERRAL EXCEPTION" OF SECTION 409A OF THE CODE.
(F)
STOCK OPTIONS.
AS OF EXECUTIVE'S DATE OF
TERMINATION, ANY OUTSTANDING STOCK OPTIONS GRANTED TO EXECUTIVE BY THE COMPANY,
SHALL BECOME VESTED AND EXERCISABLE AS PROVIDED IN THE STOCK OPTION AGREEMENTS
FOR SUCH STOCK OPTIONS.
(G)
OFFICE SPACE; SECRETARIAL.
EXECUTIVE WILL
BE PROVIDED APPROPRIATE OFFICE SPACE, SECRETARIAL ASSISTANCE AND REASONABLE
EXPENSES RELATED THERETO FOR A PERIOD OF TWELVE (12) MONTHS FROM EXECUTIVE'S
DATE OF TERMINATION.
THE BENEFITS UNDER THIS SUBSECTION (G) SHALL BE PROVIDED
IN A MANNER CONSISTENT WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE.
4.2
BY COMPANY.
THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT AT ANY TIME
DURING THE TERM BY NOTICE OF TERMINATION (AS DESCRIBED IN SECTION 6).
IF THE
COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT (I) FOR CAUSE, AS
DEFINED IN SECTION 5.2, (II) IF EXECUTIVE BECOMES DISABLED, OR (III) UPON
EXECUTIVE'S DEATH, THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT SHALL CEASE AS
OF THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT EXECUTIVE WILL BE ENTITLED
TO WHATEVER BENEFITS ARE PAYABLE PURSUANT TO THE TERMS OF ANY
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HEALTH, LIFE INSURANCE, DISABILITY, WELFARE, RETIREMENT OR OTHER PLAN OR PROGRAM
MAINTAINED BY THE COMPANY.
IF THE COMPANY TERMINATES EXECUTIVE DURING THE TERM
OF THIS AGREEMENT OTHER THAN PURSUANT TO CLAUSES (I) THROUGH (III) OF THIS
SECTION 4.2, EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE COMPENSATION AND
BENEFITS PROVIDED IN SUBSECTIONS (A) THROUGH (G) OF SECTION 4.1 ABOVE FOR THE
SEVERANCE PERIOD (AS DEFINED IN SECTION 4.1), AND SUBJECT TO THE PROVISIONS
(INCLUDING THE NON-MITIGATION PROVISION) AND LIMITATIONS THEREIN.
4.3
LIMITATION ON BENEFITS UPON TERMINATION.
(A)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, ANY BENEFITS PAYABLE OR TO BE PROVIDED TO EXECUTIVE BY THE
COMPANY OR ITS AFFILIATES, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE,
WHICH ARE TREATED AS SEVERANCE PAYMENTS SHALL BE MODIFIED OR REDUCED IN THE
MANNER PROVIDED IN (B) BELOW TO THE EXTENT NECESSARY SO THAT THE BENEFITS
PAYABLE OR TO BE PROVIDED TO EXECUTIVE UNDER THIS AGREEMENT THAT ARE TREATED AS
SEVERANCE PAYMENTS, AS WELL AS ANY PAYMENTS OR BENEFITS PROVIDED OUTSIDE OF THIS
AGREEMENT THAT ARE SO TREATED, SHALL NOT CAUSE THE COMPANY TO HAVE PAID AN
EXCESS SEVERANCE PAYMENT.
IN COMPUTING SUCH AMOUNT, THE PARTIES SHALL TAKE INTO
ACCOUNT ALL PROVISIONS OF CODE SECTION 280G, AND THE REGULATIONS THEREUNDER,
INCLUDING MAKING APPROPRIATE ADJUSTMENTS TO SUCH CALCULATION FOR AMOUNTS
ESTABLISHED TO BE REASONABLE COMPENSATION.
(B)
IN THE EVENT THAT THE AMOUNT OF ANY
SEVERANCE PAYMENTS WHICH WOULD BE PAYABLE TO OR FOR THE BENEFIT OF EXECUTIVE
UNDER THIS AGREEMENT MUST BE MODIFIED OR REDUCED TO COMPLY WITH THIS SECTION
4.3, EXECUTIVE SHALL DIRECT WHICH SEVERANCE PAYMENTS ARE TO BE MODIFIED OR
REDUCED; PROVIDED, HOWEVER, THAT NO
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INCREASE IN THE AMOUNT OF ANY PAYMENT OR CHANGE IN THE TIMING OF THE