THEN EXISTING POSITION OR
POSITIONS UNDER THIS AGREEMENT WITH OR WITHOUT REASONABLE ACCOMMODATION, THE
BOARD OF DIRECTORS MAY REMOVE THE EXECUTIVE FROM ANY RESPONSIBILITIES AND/OR
REASSIGN THE EXECUTIVE TO ANOTHER POSITION WITH THE EMPLOYER FOR THE REMAINDER
OF THE TERM OR DURING THE PERIOD OF SUCH DISABILITY. NOTWITHSTANDING ANY SUCH
REMOVAL OR REASSIGNMENT, THE EXECUTIVE SHALL CONTINUE TO RECEIVE THE EXECUTIVE'S
FULL SALARY (LESS ANY DISABILITY PAY OR SICK PAY BENEFITS TO WHICH THE EXECUTIVE
MAY BE ENTITLED UNDER THE EMPLOYER'S POLICIES) AND BENEFITS UNDER SECTION 4 OF
THIS AGREEMENT (EXCEPT TO THE EXTENT THAT THE EXECUTIVE MAY BE INELIGIBLE FOR
ONE OR MORE SUCH BENEFITS UNDER APPLICABLE PLAN TERMS) FOR A PERIOD OF TIME
EQUAL TO THE LESSER OF (I) TWELVE (12) MONTHS; OR (II) THE REMAINDER OF THE
TERM, AND THE EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED BY THE EMPLOYER AT ANY
TIME THEREAFTER. IF ANY QUESTION SHALL ARISE AS TO WHETHER DURING ANY PERIOD THE
EXECUTIVE IS DISABLED SO AS TO BE UNABLE TO PERFORM THE ESSENTIAL FUNCTIONS OF
THE EXECUTIVE'S THEN EXISTING POSITION OR POSITIONS WITH OR WITHOUT REASONABLE
ACCOMMODATION, THE EXECUTIVE MAY, AND AT THE REQUEST OF THE EMPLOYER SHALL,
SUBMIT TO THE EMPLOYER A CERTIFICATION IN REASONABLE DETAIL BY A PHYSICIAN
SELECTED BY THE EMPLOYER TO WHOM THE EXECUTIVE OR THE EXECUTIVE'S GUARDIAN HAS
NO REASONABLE OBJECTION AS TO WHETHER THE EXECUTIVE IS SO DISABLED OR HOW LONG
SUCH DISABILITY IS EXPECTED TO CONTINUE, AND SUCH CERTIFICATION SHALL FOR THE
PURPOSES OF THIS AGREEMENT BE CONCLUSIVE OF THE ISSUE. THE EXECUTIVE SHALL
COOPERATE WITH ANY REASONABLE REQUEST OF THE PHYSICIAN IN CONNECTION WITH SUCH
CERTIFICATION. IF SUCH QUESTION SHALL ARISE AND THE EXECUTIVE SHALL FAIL TO
SUBMIT SUCH CERTIFICATION, THE EMPLOYER'S DETERMINATION OF SUCH ISSUE SHALL BE
BINDING ON THE EXECUTIVE. NOTHING IN THIS SECTION 6(E) SHALL BE CONSTRUED TO
WAIVE THE EXECUTIVE'S RIGHTS, IF ANY, UNDER EXISTING LAW INCLUDING, WITHOUT
LIMITATION, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, 29 U.S.C. §2601 ET SEQ.
AND THE AMERICANS WITH DISABILITIES ACT, 42 U.S.C. §12101 ET SEQ.
7.
COMPENSATION UPON TERMINATION.
(A)
TERMINATION GENERALLY. IF THE EXECUTIVE'S EMPLOYMENT WITH THE
EMPLOYER IS TERMINATED FOR ANY REASON DURING THE TERM, THE EMPLOYER SHALL PAY OR
PROVIDE TO THE EXECUTIVE (OR TO HIS AUTHORIZED REPRESENTATIVE OR ESTATE) ANY
EARNED BUT UNPAID BASE SALARY, INCENTIVE COMPENSATION EARNED BUT NOT YET PAID,
UNPAID EXPENSE REIMBURSEMENTS, ACCRUED BUT UNUSED VACATION AND ANY VESTED
BENEFITS THE EXECUTIVE MAY HAVE UNDER ANY EMPLOYEE BENEFIT PLAN OF THE EMPLOYER
(THE "ACCRUED BENEFIT"). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY
RETENTION BONUS AMOUNTS SHALL ONLY BE PAYABLE IF THE REQUIREMENTS OF
SECTION 4(C) ARE SATISFIED.
(B)
TERMINATION BY THE EMPLOYER WITHOUT CAUSE. IN THE EVENT OF
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE EMPLOYER PURSUANT TO
SECTION 6(B) ABOVE AND SUBJECT TO THE EXECUTIVE'S AGREEMENT TO A RELEASE OF ANY
AND ALL LEGAL CLAIMS IN A FORM SATISFACTORY TO THE EMPLOYER, THE EMPLOYER SHALL
PROVIDE TO THE EXECUTIVE THE FOLLOWING TERMINATION BENEFITS ("TERMINATION
BENEFITS"):
(I)