OR
THE CORPORATION THAT WOULD OTHERWISE BECOME VESTED AND EXERCISABLE DURING THE
TWO-YEAR PERIOD FOLLOWING THE DATE OF EXECUTIVE'S TERMINATION SHALL BECOME
VESTED AND EXERCISABLE ON THE DATE OF EXECUTIVE'S TERMINATION.
ANY UNEXERCISED
STOCK OPTIONS GRANTED TO EXECUTIVE BY THE EMPLOYER OR THE CORPORATION THAT HAVE
BECOME VESTED AND EXERCISABLE SHALL REMAIN EXERCISABLE FOR SIX MONTHS FOLLOWING
THE TERMINATION DATE OR, IF EARLIER, THE EXPIRATION OF THE INITIAL APPLICABLE
TERM STATED AT THE TIME OF THE GRANT.
Other than as may be provided under Section 4 or as expressly provided in this
Section 7(a), the Employer shall have no further obligations hereunder following
such termination.
(B)
TERMINATION BY THE EMPLOYER FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON.
IF (I) EXECUTIVE IS TERMINATED FOR CAUSE PURSUANT TO SECTION 6(A)(III)
ABOVE, OR (II) EXECUTIVE VOLUNTARILY TERMINATES HIS EMPLOYMENT HEREUNDER WITHOUT
GOOD REASON PURSUANT TO SECTION 6(B)(II) ABOVE, THEN THE EMPLOYMENT PERIOD SHALL
TERMINATE AS OF THE TERMINATION DATE AND EXECUTIVE SHALL BE ENTITLED TO RECEIVE
HIS EARNED AND ACCRUED BUT UNPAID BASE SALARY AT THE RATE THEN IN EFFECT UNTIL
THE TERMINATION DATE.
IN ADDITION, IN SUCH EVENT, EXECUTIVE SHALL BE ENTITLED
TO EXERCISE ANY OPTIONS WHICH HAVE VESTED AS OF THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT, BUT ONLY FOR A PERIOD OF THREE MONTHS AFTER THE TERMINATION DATE
(BUT IN NO EVENT AFTER THE EXPIRATION OF THE INITIAL APPLICABLE TERM STATED AT
THE TIME OF GRANT) AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE
OPTION GRANT AGREEMENT OR PLAN.
NOTWITHSTANDING THE FOREGOING, AND WITHOUT
LIMITING SUCH OTHER FORFEITURES AS MAY BE PROVIDED UNDER THE DOCUMENTATION
CONTROLLING THE APPLICABLE GRANTS OR OTHER ACQUISITIONS, (I) IN THE CASE OF A
TERMINATION FOR CAUSE UNDER CLAUSE (I), (II) OR (III) OF THE SECOND SENTENCE OF
SECTION 6(A)(III), ALL VESTED OPTIONS SHALL EXPIRE ON THE TERMINATION DATE AND
ALL UNVESTED EQUITY INTERESTS IN THE CORPORATION WHICH HAVE BEEN AWARDED UNDER A
COMPENSATORY ARRANGEMENT, INCLUDING WITHOUT LIMITATION THE RESTRICTED STOCK (OR
EQUIVALENT) GRANTED ON OR BEFORE THE DATE HEREOF, SHALL AUTOMATICALLY BE
FORFEITED, AND (II) IN THE CASE OF A TERMINATION FOR CAUSE UNDER CLAUSE (IV) OF
THE SECOND SENTENCE OF SECTION 6(A)(III), ALL VESTED OPTIONS SHALL BE
EXERCISABLE FOR THREE MONTHS FROM THE TERMINATION DATE; PROVIDED, HOWEVER, THAT
NOTHING IN THIS SENTENCE SHALL EXTEND THE TERM OF ANY OPTION.
OTHER THAN AS MAY
BE PROVIDED UNDER SECTION 4 OR AS EXPRESSLY PROVIDED IN THIS SECTION 7(B), THE
EMPLOYER SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER FOLLOWING SUCH TERMINATION.
(C)
TERMINATION BY REASON OF DEATH.
IF EXECUTIVE'S EMPLOYMENT TERMINATES
DUE TO HIS DEATH, THE EMPLOYER SHALL PAY EXECUTIVE'S BASE SALARY PLUS ANY
APPLICABLE PRO RATA PORTION OF THE ANNUAL PERFORMANCE BONUS DESCRIBED IN SECTION
3(B) ABOVE FOR A PERIOD OF SIX MONTHS FROM THE DATE OF HIS DEATH, OR SUCH LONGER
PERIOD AS THE EMPLOYER MAY DETERMINE, TO EXECUTIVE'S ESTATE OR TO A BENEFICIARY
DESIGNATED
8
BY EXECUTIVE IN WRITING PRIOR TO HIS DEATH.
IN THE CASE OF SUCH A TERMINATION,
(I) EXECUTIVE SHALL