REASONABLE ACCOMMODATION REQUIRED
BY LAW, TO PERFORM EMPLOYEE'S DUTIES AND RESPONSIBILITIES HEREUNDER BY REASON OF
ILLNESS INJURY OR INCAPACITY FOR MORE THAN SIX (6) CONSECUTIVE MONTHS, DURING
WHICH TIME THE COMPANY SHALL CONTINUE TO COMPENSATE EMPLOYEE HEREUNDER (WITH
SUCH COMPENSATION TO BE REDUCED BY THE AMOUNT OF ANY DISABILITY PAYMENT OR
SIMILAR PAYMENT RECEIVED BY EMPLOYEE FOR THIS TIME PERIOD UNDER ANY PLAN
SPONSORED BY THE COMPANY OR THROUGH WORKERS' COMPENSATION), EMPLOYEE'S
EMPLOYMENT HEREUNDER MAY BE TERMINATED BY COMPANY.
(B)
IN THE EVENT OF A TERMINATION OF EMPLOYEE'S EMPLOYMENT HEREUNDER
PURSUANT TO SECTION 9.7(A), EMPLOYEE WILL BE ENTITLED TO RECEIVE ALL ACCRUED BUT
UNPAID (AS OF THE DATE OF SUCH TERMINATION) BASE SALARY, BENEFITS AND CASH
BONUSES.
IN ADDITION, ALL OUTSTANDING OPTIONS SHALL BECOME IMMEDIATELY VESTED
AND EXERCISABLE.
FINALLY, FOR A PERIOD OF THIRTY (30) MONTHS FOLLOWING THE DATE
OF SUCH TERMINATION:
(I)
THE COMPANY WILL MAKE MONTHLY SUPPLEMENTAL DISABILITY PAYMENTS TO
EMPLOYEE, EACH EQUAL TO ONE-SIXTH (1/6) OF EMPLOYEE'S BASE SALARY AS OF THE DATE
OF TERMINATION;
(II)
THE COMPANY WILL: (A) WAIVE THE APPLICABLE HEALTHCARE PREMIUM
OTHERWISE PAYABLE FOR COBRA CONTINUATION COVERAGE FOR EMPLOYEE (AND, TO THE
EXTENT COVERED IMMEDIATELY PRIOR TO THE DATE OF EMPLOYEE'S TERMINATION, HER
SPOUSE AND DEPENDENTS), PLUS (B) ONCE COBRA CONTINUATION COVERAGE EXPIRES
(UNLESS SUCH EXPIRATION IS DUE TO ELIGIBILITY FOR OTHER GROUP HEALTH INSURANCE
OR MEDICARE), REIMBURSE EMPLOYEE, ON AN AFTER-TAX BASIS, FOR PREMIUMS PAID FOR
HEALTH INSURANCE COVERAGE PROVIDING BENEFITS SUBSTANTIALLY SIMILAR TO THOSE THEN
PROVIDED TO ACTIVE EMPLOYEES OF THE COMPANY; AND
(III)
THE COMPANY WILL CONTINUE TO PROVIDE THE BENEFITS DESCRIBED IN
ITEMS 1, 3, 7, AND 8 OF SCHEDULE A, ATTACHED HERETO.
(C)
AMOUNTS PAYABLE UNDER SECTION 9.7(A) OR (B) WILL BE REDUCED BY ANY
DISABILITY OR LIFE INSURANCE BENEFITS PAYABLE WITH RESPECT TO THE SAME PERIOD
UNDER ANY COMPANY FUNDED DISABILITY OR DEATH BENEFIT PLAN, POLICY OR ARRANGEMENT
OR UNDER THE SOCIAL SECURITY ACT.
TO THE EXTENT ANY INSURANCE BENEFIT DESCRIBED
IN THE PRECEDING SENTENCE IS EXEMPT FROM FEDERAL INCOME TAX, THEN FOR PURPOSES
OF THIS REDUCTION, THE AMOUNT OF THAT INSURANCE BENEFIT WILL BE DEEMED TO BE
150% OF THE AMOUNT ACTUALLY RECEIVED BY EMPLOYEE.
AMOUNTS PAYABLE UNDER SECTION
9.7(B) WILL BE REDUCED BY ALL AMOUNTS EARNED BY EMPLOYEE FOR THE PERFORMANCE OF
PERSONAL SERVICES DURING THE THIRTY (30) MONTH PERIOD THEREIN DESCRIBED.
(D)
FOR PURPOSES OF THIS SECTION 9.7, EXCEPT AS HEREINAFTER PROVIDED,
THE DETERMINATION AS TO WHETHER EMPLOYEE IS DISABLED SHALL BE MADE BY A LICENSED
PHYSICIAN SELECTED BY EMPLOYEE AND SHALL BE BASED UPON A FULL PHYSICAL
EXAMINATION AND GOOD
11
FAITH OPINION BY SUCH PHYSICIAN.
IN THE EVENT THAT THE BOARD OF DIRECTORS
DISAGREES WITH SUCH PHYSICIAN'S CONCLUSION, THE BOARD OF DIRECTORS MAY REQUIRE
THAT EMPLOYEE SUBMIT TO A FULL PHYSICAL EXAMINATION BY ANOTHER LICENSED
PHYSICIAN SELECTED BY EMPLOYEE AND APPROVED BY THE COMPANY.
IF THE TWO OPINIONS
SHALL BE INCONSISTENT, A THIRD OPINION SHALL BE OBTAINED AFTER FULL PHYSICAL
EXAMINATION BY A THIRD LICENSED PHYSICIAN SELECTED BY EMPLOYEE AND APPROVED