COMPENSATION WHICH
WOULD OTHERWISE BE PAYABLE TO THE EXECUTIVE UP TO THE END OF THE MONTH IN WHICH
THE TERMINATION OF HIS EMPLOYMENT BECAUSE OF DEATH OR DISABILITY OCCURS; AND (B)
AN ANNUAL BONUS IN AN AMOUNT EQUAL TO THE TOTAL BONUS HE WOULD BE PAID FOR SUCH
YEAR, IF ANY, MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF
DAYS IN THE YEAR THAT HAVE ELAPSED SINCE JANUARY 1 AND THE DENOMINATOR OF WHICH
IS 365, PAYABLE WHEN BONUSES ARE PAID FOR THAT YEAR (A "PRO RATA BONUS").
IN
9
ADDITION, THE COMPANY SHALL PERMIT EXECUTIVE OR EXECUTIVE'S ESTATE OR
REPRESENTATIVE TO EXERCISE THE VESTED STOCK OPTION PORTION OF THE INITIAL GRANT
FOR A PERIOD OF NO LESS THAN ONE YEAR AFTER ANY SUCH TERMINATION OF EMPLOYMENT.
5.4
TERMINATION BY THE EXECUTIVE WITH GOOD
REASON OR BY THE COMPANY WITHOUT "CAUSE".
IN THE EVENT THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE EXECUTIVE WITH GOOD REASON PURSUANT TO SECTION
4.5 OR BY THE COMPANY WITHOUT CAUSE PURSUANT TO SECTION 4.7, THE COMPANY SHALL
PAY TO THE EXECUTIVE THE COMPENSATION AND BENEFITS OTHERWISE PAYABLE TO HIM
UNDER SECTION 3 THROUGH THE LAST CALENDAR DAY OF HIS ACTUAL EMPLOYMENT BY THE
COMPANY.
IN ADDITION, PROVIDED THE EXECUTIVE EXECUTES AND DOES NOT REVOKE THE
SEPARATION AGREEMENT, THE COMPANY SHALL: (1) CONTINUE TO PAY THE EXECUTIVE THE
BASE SALARY FOR TWENTY-FOUR (24) MONTHS IN ACCORDANCE WITH THE COMPANY'S REGULAR
PAYROLL PRACTICES; (2) PAY THE EXECUTIVE A PRO RATA BONUS; (3) PAY THE
EXECUTIVE, IN BI-WEEKLY INSTALLMENTS, OVER A TWENTY-FOUR MONTH PERIOD, AN AMOUNT
EQUAL IN THE AGGREGATE TO TWO (2) TIMES THE AVERAGE ANNUAL BONUS EARNED FOR THE
TWO YEARS PRIOR TO THE DATE OF HIS TERMINATION (IN THE EVENT EXECUTIVE HAS NOT
BEEN EMPLOYED FOR A SUFFICIENT PERIOD TO EARN TWO SUCH BONUSES, SUCH CALCULATION
SHALL BE MADE ASSUMING EXECUTIVE EARNED A BONUS FOR ANY SUCH YEAR AT A TARGET
LEVEL OF PERFORMANCE (TAKING INTO ACCOUNT ANY MINIMUM BONUS AMOUNT)); (4)
PROVIDE TO THE EXECUTIVE FOR TWO (2) YEARS FOLLOWING THE DATE OF HIS
TERMINATION, PAYMENT OF COBRA PREMIUMS FOR MEDICAL, DENTAL, AND VISION BENEFITS
PURSUANT TO PLANS MAINTAINED BY THE COMPANY UNDER WHICH EXECUTIVE AND/OR
EXECUTIVE'S FAMILY IS ELIGIBLE TO RECEIVE BENEFITS; PROVIDED, HOWEVER, THAT,
NOTWITHSTANDING THE FOREGOING, THE BENEFITS DESCRIBED IN THIS SUBSECTION MAY BE
DISCONTINUED PRIOR THE END OF THE PERIOD, BUT ONLY TO THE EXTENT, THAT EXECUTIVE
RECEIVES
10
SUBSTANTIALLY SIMILAR BENEFITS FROM A SUBSEQUENT EMPLOYER; AND (5) PERMIT
EXECUTIVE TO EXERCISE THE STOCK OPTION PORTION OF THE INITIAL GRANT FOR A PERIOD
OF NO LESS THAN SIX MONTHS AFTER THE DATE OF TERMINATION.
5.5
TERMINATION FOLLOWING A CHANGE IN CONTROL.
IN THE EVENT THE EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 4.8 BY
THE COMPANY OR BY THE EXECUTIVE WITHIN 24 MONTHS FOLLOWING THE CHANGE IN CONTROL
DATE, AS DEFINED IN THE ERA, THE EXECUTIVE WILL BE ENTITLED TO THE BENEFITS SET
FORTH IN THE ERA IN ACCORDANCE WITH THE TERMS OF THE