(AS DEFINED
BELOW) AND (II) MAY BE TERMINATED BY THE COMPANY AT ANY TIME FOR CAUSE (AS
DEFINED BELOW) OR WITHOUT CAUSE.
(B)
SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS PARAGRAPH 4, IF
(1) THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY OR ITS SUCCESSORS IN
INTEREST WITHOUT CAUSE, (2) EXECUTIVE RESIGNS WITH GOOD REASON OR (3) THE
EMPLOYMENT PERIOD IS TERMINATED UPON EXECUTIVE'S DISABILITY, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE (I) HIS BASE SALARY THROUGH THE DATE OF SUCH TERMINATION,
(II) ANY PORTION OF A BONUS FROM A PRIOR PERIOD (I.E., FROM A PRIOR YEAR) THAT
HAS BEEN FULLY EARNED AND WAS FULLY PAYABLE PRIOR TO
2
THE DATE ON WHICH THE EMPLOYMENT PERIOD IS TERMINATED BUT THAT HAD NOT YET BEEN
PAID, (III) A PRO RATA PORTION (BASED ON THE NUMBER OF CALENDAR DAYS OF
EMPLOYMENT DURING SUCH FISCAL YEAR) OF ANY ANNUAL BONUS THAT WOULD HAVE PAYABLE
TO EXECUTIVE DURING ANY YEAR IN WHICH HIS EMPLOYMENT PERIOD IS TERMINATED,
PROVIDED THAT ANY SUCH AMOUNT SHALL ONLY BE PAYABLE IF EXECUTIVE WAS EMPLOYED BY
THE COMPANY FOR SIX MONTHS OR MORE OF SUCH FISCAL YEAR AND PROVIDED FURTHER THAT
ANY SUCH PAYMENT WILL BE DUE AND PAYABLE AT SUCH TIME AS ANY SUCH BONUS AMOUNTS
WOULD HAVE BEEN PAID HAD EXECUTIVE REMAINED EMPLOYED THROUGHOUT THE ENTIRE
FISCAL YEAR AND (IV) TWELVE MONTHS BASE SALARY (PROVIDED THAT IT IS EXPRESSLY
UNDERSTOOD THAT INCLUDED IN THIS SUM IS SUCH SEVERANCE AND OTHER PAYMENTS THAT
MAY BE DUE TO EXECUTIVE); PROVIDED FURTHER THAT UPON ANY TERMINATION OR
RESIGNATION OF THE TYPE SET FORTH ABOVE IN (1), (2) AND (3), EXECUTIVE SHALL BE
ENTITLED TO CONTINUE TO PARTICIPATE (AT THE COMPANY'S COST) IN EMPLOYEE BENEFIT
PLANS FOR SENIOR EXECUTIVE EMPLOYEES (OTHER THAN BONUS AND INCENTIVE
COMPENSATION PLANS) TO THE EXTENT NOT PROHIBITED UNDER THE TERMS OF SUCH
PROGRAMS AS OF THE DATE OF TERMINATION OR REQUIRED UNDER APPLICABLE LAW, FOR A
PERIOD OF TWELVE MONTHS AFTER SUCH TERMINATION OR RESIGNATION.
THE SEVERANCE
PAYMENTS CONTEMPLATED BY THE PRECEDING SENTENCE SHALL BE PAYABLE BY THE COMPANY
IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S GENERAL PAYROLL
PRACTICES (AS IN EFFECT ON THE DATE OF TERMINATION) FROM THE DATE OF TERMINATION
FOR A PERIOD OF TWELVE MONTHS THEREAFTER (THE "SEVERANCE PERIOD").
THE
SEVERANCE PAYMENTS DESCRIBED IN CLAUSE (IV) OF THE FIRST SENTENCE OF THIS
PARAGRAPH SHALL BECOME DUE AND OWING IF, AND ONLY IF, EXECUTIVE HAS EXECUTED AND
DELIVERED TO THE COMPANY AND PARENT A GENERAL RELEASE IN FAVOR OF THEM IN THE
FORM ATTACHED HERETO AS EXHIBIT A (THE "GENERAL RELEASE") AND THE GENERAL
RELEASE HAS BECOME EFFECTIVE, AND ONLY SO LONG AS EXECUTIVE HAS NOT REVOKED OR
BREACHED THE PROVISIONS OF THE GENERAL RELEASE OR BREACHED THE PROVISIONS OF
PARAGRAPHS 5, 6 AND 7 HEREOF AND DOES NOT APPLY FOR UNEMPLOYMENT COMPENSATION
CHARGEABLE TO THE COMPANY OR ANY SUBSIDIARY DURING THE SEVERANCE PERIOD.
EXECUTIVE SHALL NOT BE ENTITLED TO ANY OTHER SALARY, COMPENSATION OR BENEFITS
AFTER TERMINATION OF THE EMPLOYMENT