BEFORE THE TENTH DAY
FOLLOWING THE DATE OF TERMINATION;
(II)
IN LIEU OF ANY FURTHER SALARY PAYMENTS TO THE EXECUTIVE FOR
PERIODS SUBSEQUENT TO THE DATE OF TERMINATION, THE COMPANY SHALL PAY AS
LIQUIDATED DAMAGES TO THE EXECUTIVE AN AMOUNT EQUAL TO THE PRODUCT OF (A) THE
SUM OF (1) THE EXECUTIVE'S BASE SALARY IN EFFECT AS OF THE DATE OF TERMINATION
AND (2) THE AVERAGE ANNUAL BONUS THAT THE EXECUTIVE EARNED IN THE MOST RECENT
TWO FISCAL YEARS, AND (B) THE QUOTIENT OF THE NUMBER OF WHOLE MONTHS REMAINING
IN THE TERM OF THIS AGREEMENT AS OF THE DATE OF TERMINATION (SUCH PERIOD IS
SOMETIMES REFERRED TO HEREIN AS THE "SEVERANCE PERIOD") DIVIDED BY TWELVE (12);
SUCH PAYMENT TO BE MADE IN A LUMP SUM ON OR BEFORE THE TENTH DAY FOLLOWING THE
DATE OF TERMINATION.
IN ADDITION, ALL STOCK OPTIONS, RESTRICTED STOCK AWARDS
AND ANY OTHER EQUITY AWARDS GRANTED BY THE COMPANY TO THE EXECUTIVE SHALL BECOME
FULLY VESTED, UNRESTRICTED AND EXERCISABLE AS OF THE DATE OF TERMINATION;
(III)
IN THE CASE OF A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY WITHOUT CAUSE OR FOR DISABILITY, OR BY THE EXECUTIVE FOR GOOD REASON,
THE COMPANY SHALL PAY THE FULL COST FOR THE EXECUTIVE TO PARTICIPATE IN THE
HEALTH INSURANCE PLAN IN WHICH THE EXECUTIVE WAS ENROLLED IMMEDIATELY PRIOR TO
THE DATE OF TERMINATION FOR A PERIOD OF EIGHTEEN (18) MONTHS, PROVIDED THAT THE
EXECUTIVE'S CONTINUED PARTICIPATION IS POSSIBLE UNDER THE GENERAL TERMS AND
PROVISIONS OF SUCH PLANS AND PROGRAMS.
IN THE EVENT THAT THE EXECUTIVE'S
PARTICIPATION IN ANY SUCH PLAN OR PROGRAM IS BARRED, THE COMPANY SHALL ARRANGE
TO PROVIDE THE EXECUTIVE WITH BENEFITS SUBSTANTIALLY
7
SIMILAR TO THOSE WHICH THE EXECUTIVE WOULD OTHERWISE HAVE BEEN ENTITLED TO
RECEIVE UNDER SUCH PLAN FROM WHICH HIS CONTINUED PARTICIPATION IS BARRED; AND
(IV)
THE OBLIGATIONS OF THE COMPANY TO MAKE ANY PAYMENTS TO EXECUTIVE
REQUIRED UNDER SECTION 7(D)(II) HEREOF SHALL BE CONDITIONED ON THE EXECUTION AND
DELIVERY BY THE EXECUTIVE OF A GENERAL RELEASE OF CLAIMS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY.
8.
NONDISCLOSURE.
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY AND FOR A PERIOD OF TWENTY-FOUR (24) MONTHS FOLLOWING THE EXECUTIVE'S
DATE OF TERMINATION, THE EXECUTIVE SHALL HOLD IN A FIDUCIARY CAPACITY FOR THE
BENEFIT OF THE COMPANY ALL SECRET OR CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA
RELATING TO THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES, AND THEIR RESPECTIVE
BUSINESSES, WHICH SHALL HAVE BEEN OBTAINED BY THE EXECUTIVE DURING THE
EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES AND
WHICH SHALL NOT BE OR BECOME PUBLIC KNOWLEDGE (OTHER THAN BY ACTS BY THE
EXECUTIVE OR REPRESENTATIVES OF THE EXECUTIVE IN VIOLATION OF THIS AGREEMENT).
AFTER TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR AS MAY OTHERWISE
BE REQUIRED BY LAW OR LEGAL PROCESS, COMMUNICATE OR DIVULGE ANY SUCH
INFORMATION, KNOWLEDGE OR DATA TO ANYONE OTHER THAN THE COMPANY