DELIVERS A NOTICE OF TERMINATION FOR GOOD
REASON BY EMPLOYEE TO COMPANY, AND COMPANY WITHIN THIRTY (30) DAYS FOLLOWING ITS
RECEIPT OF SUCH NOTIFICATION HAS FAILED TO CURE THE CIRCUMSTANCES GIVING RISE TO
GOOD REASON. FOR PURPOSES OF THIS PARAGRAPH 3(D), EMPLOYEE ACKNOWLEDGES AND
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AGREES THAT GOOD REASON SHALL NOT BE DEEMED TO OCCUR (A) SOLELY ON ACCOUNT OF
COMPANY NO LONGER BEING A PUBLICLY TRADED ENTITY, (B) SOLELY AS A RESULT OF THE
MERGER OR (C) AS A RESULT OF EMPLOYEE HAVING TO UNDERTAKE REASONABLE BUSINESS
TRAVEL, INCLUDING TRAVEL TO DELAWARE TO IMPLEMENT THE INTEGRATION OF COMPANY
WITH PARENT.
4.
TERMINATION BETWEEN FIRST ANNIVERSARY AND THIRD ANNIVERSARY OF
CLOSING DATE.
IF COMPANY AND ITS SUBSIDIARIES TERMINATE THE EMPLOYMENT OF
EMPLOYEE WITHOUT CAUSE BETWEEN THE FIRST ANNIVERSARY OF THE CLOSING DATE AND THE
THIRD ANNIVERSARY OF THE CLOSING DATE, OR IF EMPLOYEE TERMINATES EMPLOYMENT WITH
COMPANY AND ITS SUBSIDIARIES FOR GOOD REASON BETWEEN THE FIRST ANNIVERSARY OF
THE CLOSING DATE AND THE THIRD ANNIVERSARY OF THE CLOSING DATE, THEN SUBJECT TO
EMPLOYEE'S CONTINUED COMPLIANCE WITH SECTION 8 OF THIS AGREEMENT AND PROVIDED
EMPLOYEE DOES NOT MAKE AN ELECTION (AS DEFINED BELOW), COMPANY SHALL:
(A)
PAY TO EMPLOYEE THE AMOUNT OF $675,000 (SUCH TOTAL SUM SHALL BE
REFERRED TO AS THE "SUBSEQUENT SEVERANCE").
THE SUBSEQUENT SEVERANCE SHALL BE
PAYABLE IN EQUAL MONTHLY INSTALLMENTS OVER THE TWELVE (12) MONTH PERIOD
COMMENCING NO EARLIER THAN THE SECOND OF COMPANY'S STANDARD PAYROLL DATES
FALLING AFTER SUCH TERMINATION (THE "SUBSEQUENT SEVERANCE INSTALLMENTS");
PROVIDED, HOWEVER, THAT, IF NECESSARY TO AVOID THE APPLICATION OF SECTION 409A
OF THE CODE TO THE SUBSEQUENT SEVERANCE, EMPLOYEE SHALL NOT RECEIVE ANY
INSTALLMENT PAYMENT UNTIL THE FIRST PAYMENT DATE AND, ON THE FIRST PAYMENT
DATE,
COMPANY WILL PAY EMPLOYEE AN AMOUNT EQUAL TO THE SUM OF ALL SUBSEQUENT
SEVERANCE INSTALLMENTS THAT WOULD HAVE BEEN PAYABLE IN RESPECT OF THE PERIOD
PRECEDING THE
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FIRST PAYMENT DATE BUT FOR THE DELAY IMPOSED ON ACCOUNT OF THE AFOREMENTIONED
SECTION 409A; AND
(B)
PROVIDE CONTINUED HEALTH AND LIFE INSURANCE BENEFITS FOR EMPLOYEE
AND HIS SPOUSE AND DEPENDENTS, IF ANY, FOR A 24 MONTH PERIOD FOLLOWING THE DATE
OF EMPLOYEE'S TERMINATION OF EMPLOYMENT, ON THE SAME BASIS AS SUCH BENEFITS WERE
PROVIDED DURING EMPLOYEE'S EMPLOYMENT WITH COMPANY; PROVIDED, THAT COMPANY'S
OBLIGATION TO PROVIDE SUCH HEALTH AND LIFE INSURANCE BENEFITS SHALL CEASE WITH
RESPECT TO SUCH BENEFITS AT THE TIME EMPLOYEE BECOMES ELIGIBLE FOR SUCH BENEFITS
FROM ANOTHER EMPLOYER.
5.
RELEASE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT
TO THE CONTRARY, EMPLOYEE ACKNOWLEDGES AND AGREES THAT ANY AND ALL PAYMENTS AND
BENEFITS TO WHICH EMPLOYEE IS ENTITLED UNDER SECTIONS 3 AND 4 OF THIS AGREEMENT
ARE CONDITIONED ON AND SUBJECT TO EMPLOYEE'S EXECUTION OF A GENERAL RELEASE AND
WAIVER, SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A HERETO.
6.
EFFECT ON SEVERANCE BENEFITS.
THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT AND, WITHOUT LIMITING THE EFFECT OF THE FOREGOING, SPECIFICALLY
SUPERSEDES ANY INDIVIDUAL