THE EXECUTIVE ANY UNPAID BASE SALARY DUE FOR PERIODS PRIOR TO THE
TERMINATION DATE; (II) THE COMPANY SHALL PAY THE EXECUTIVE ALL OF THE
EXECUTIVE'S ACCRUED AND UNUSED VACATION THROUGH THE TERMINATION DATE; AND
(III) FOLLOWING SUBMISSION OF PROPER EXPENSE REPORTS BY THE EXECUTIVE, THE
COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL EXPENSES REASONABLY AND
NECESSARILY INCURRED BY THE EXECUTIVE IN CONNECTION WITH THE BUSINESS OF THE
COMPANY PRIOR TO THE TERMINATION DATE.
THESE PAYMENTS SHALL BE MADE PROMPTLY
UPON TERMINATION AND WITHIN THE PERIOD OF TIME MANDATED BY LAW.
(E)
TERMINATION ON ACCOUNT OF DEATH.
IN NO EVENT SHALL A TERMINATION ON
ACCOUNT OF EXECUTIVE'S DEATH ENTITLE EXECUTIVE OR ANY OF HIS OR HER HEIRS OR
BENEFICIARIES TO ANY BENEFITS UNDER THIS AGREEMENT.
(F)
TERMINATION OF BENEFITS.
BENEFITS UNDER THIS AGREEMENT SHALL TERMINATE
IMMEDIATELY IF EXECUTIVE, AT ANY TIME, VIOLATES ANY PROPRIETARY INFORMATION OR
CONFIDENTIALITY OBLIGATION TO THE COMPANY.
(G)
TERMINATION OF CERTAIN OTHER BENEFITS.
ALL OTHER BENEFITS (SUCH AS 401(K)
PLAN COVERAGE) SHALL TERMINATE AS OF THE TERMINATION DATE.
(H)
NON-DUPLICATION OF BENEFITS.
EXECUTIVE IS NOT ELIGIBLE TO RECEIVE
BENEFITS UNDER THIS AGREEMENT MORE THAN ONE TIME.
(I)
HEALTH BENEFITS UNDER COBRA AND CAL-COBRA.
NO PROVISION OF THIS
AGREEMENT SHALL AFFECT THE CONTINUATION COVERAGE RULES UNDER COBRA OR CAL-COBRA,
EXCEPT THAT THE COMPANY'S PAYMENT OF ANY APPLICABLE INSURANCE PREMIUMS SHALL BE
CREDITED AS A PAYMENT BY EXECUTIVE FOR PURPOSES OF EXECUTIVE'S PAYMENT REQUIRED
UNDER COBRA OR CAL-COBRA.
THEREFORE, THE PERIOD DURING WHICH EXECUTIVE MAY
ELECT TO CONTINUE THE COMPANY'S GROUP MEDICAL COVERAGE AT EXECUTIVE'S OWN
EXPENSE UNDER COBRA OR CAL-COBRA, THE LENGTH OF TIME DURING WHICH COBRA OR
CAL-COBRA COVERAGE WILL BE MADE AVAILABLE TO EXECUTIVE, AND ALL OTHER RIGHTS AND
OBLIGATIONS OF EXECUTIVE UNDER COBRA OR CAL-COBRA (EXCEPT THE OBLIGATION TO PAY
INSURANCE PREMIUMS THAT THE COMPANY PAYS DURING THE PERIOD SET FORTH IN THIS
AGREEMENT) SHALL BE APPLIED IN THE SAME MANNER THAT SUCH RULES WOULD APPLY IN
THE ABSENCE OF THIS AGREEMENT.
AT THE CONCLUSION OF THE PERIOD DURING
5
WHICH THE COMPANY WILL PAY A PORTION OF THE PREMIUMS FOR EXECUTIVE'S GROUP
MEDICAL, DENTAL AND VISION COVERAGE, EXECUTIVE SHALL BE RESPONSIBLE FOR THE
ENTIRE PAYMENT OF PREMIUMS REQUIRED UNDER COBRA OR CAL-COBRA FOR THE DURATION OF
THE COBRA OR CAL-COBRA PERIOD.
FOR PURPOSES OF THIS SECTION, APPLICABLE
PREMIUMS THAT WILL BE PAID BY THE COMPANY SHALL NOT INCLUDE ANY AMOUNTS PAYABLE
BY EXECUTIVE UNDER AN INTERNAL REVENUE CODE SECTION 125 HEALTH CARE
REIMBURSEMENT PLAN, WHICH AMOUNTS, IF ANY, ARE THE SOLE RESPONSIBILITY OF
EXECUTIVE.
5.
LIMITATION ON PAYMENTS.
IN THE EVENT THAT THE SEVERANCE AND OTHER
BENEFITS PROVIDED FOR IN THIS AGREEMENT OR OTHERWISE PAYABLE TO THE EXECUTIVE
(I) CONSTITUTE "PARACHUTE PAYMENTS" WITHIN THE MEANING OF SECTION 280G OF THE
CODE, AND (II) WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE
CODE (THE "EXCISE TAX"), THEN EXECUTIVE'S BENEFITS UNDER THIS AGREEMENT SHALL BE
REDUCED TO THE EXTENT NECESSARY SO THAT NO PORTION OF THE BENEFITS DELIVERED TO
EXECUTIVE