THE EXECUTIVE
PURSUANT TO THIS SECTION 5(F), THE BOARD MAY ELECT TO WAIVE THE PERIOD OF
NOTICE, OR ANY PORTION THEREOF, AND, IF THE BOARD SO ELECTS, THE COMPANY WILL
PAY THE EXECUTIVE THE EXECUTIVE'S BASE SALARY FOR THE NOTICE PERIOD (OR FOR ANY
REMAINING PORTION OF THE PERIOD).
THE COMPANY SHALL ALSO PAY THE EXECUTIVE (I)
ANY EARNED, BUT UNPAID ANNUAL BONUS FOR ANY FISCAL YEAR PRIOR TO THE FISCAL YEAR
OF THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT, AND (II) ANY UNREIMBURSED
BUSINESS EXPENSES.
(G)
NON-RENEWAL BY COMPANY.
THE COMPANY MAY ELECT NOT TO RENEW THIS
AGREEMENT IN ACCORDANCE WITH SECTION 2 ABOVE.
IN THE EVENT OF SUCH NON-RENEWAL
FOR A REASON OTHER THAN CAUSE (AS DEFINED IN SECTION 5(C) ABOVE), THE COMPANY
SHALL HAVE NO FURTHER OBLIGATION OR LIABILITY TO THE EXECUTIVE OTHER THAN FOR
(I) ANY EARNED, BUT UNPAID, BASE SALARY THROUGH THE DATE OF TERMINATION; (II)
ANY EARNED, BUT UNPAID ANNUAL BONUS FOR ANY FISCAL YEAR PRIOR TO THE FISCAL YEAR
OF THE EXECUTIVE'S TERMINATION; (III) A PRO RATA PORTION (BASED ON THE NUMBER OF
DAYS PRECEDING THE EXECUTIVE'S TERMINATION IN THE FISCAL YEAR OF TERMINATION) OF
THE TARGET BONUS; (IV) A LUMP SUM EQUAL TO TWENTY-FOUR (24) MONTHS OF BASE
SALARY AND (V) ANY UNREIMBURSED BUSINESS EXPENSES.
IN ADDITION, SUBJECT TO ANY
EMPLOYEE CONTRIBUTION APPLICABLE TO EMPLOYEES AND THEIR DEPENDENTS GENERALLY,
FOR THE TWENTY-FOUR (24) MONTH PERIOD FOLLOWING TERMINATION, OR IF EARLIER UNTIL
THE DATE THAT THE EXECUTIVE BECOMES ELIGIBLE FOR COVERAGE WITH A SUBSEQUENT
EMPLOYER, THE COMPANY SHALL CONTINUE TO CONTRIBUTE TO THE PREMIUM COST OF
COVERAGE FOR THE EXECUTIVE AND THE EXECUTIVE'S DEPENDENTS UNDER THE COMPANY'S
MEDICAL AND DENTAL PLANS PROVIDED THAT A TIMELY COBRA ELECTION IS MADE.
THE
PAYMENTS REFERRED TO IN CLAUSES (I), (II) AND (V) ABOVE SHALL BE PAYABLE IN A
LUMP-SUM WITHIN THIRTY (30) DAYS AFTER THE DATE OF TERMINATION.
THE COMPANY'S
PAYMENTS UNDER CLAUSES (III) AND (IV) ABOVE, AS WELL AS THE CONTINUED
CONTRIBUTION TOWARD MEDICAL AND DENTAL PREMIUMS, ARE EXPRESSLY CONDITIONED UPON
THE EXECUTIVE EXECUTING AND DELIVERING TO THE COMPANY A TIMELY AND EFFECTIVE
SEPARATION AGREEMENT.
PAYMENT UNDER CLAUSES (III) AND (IV) WILL BE MADE WITHIN
THIRTY (30) DAYS AFTER THE COMPANY'S RECEIPT OF SUCH SEPARATION AGREEMENT.
OTHER THAN AS SET FORTH IN THIS CLAUSE (G), THE COMPANY SHALL HAVE NO FURTHER
OBLIGATION TO THE EXECUTIVE OR THE EXECUTIVE'S ESTATE HEREUNDER.
(H)
CHANGE OF CONTROL/GROSS UP PAYMENT.
THE COMPANY AND THE EXECUTIVE
AGREE THAT IN THE EVENT THAT ANY OF THE SEVERANCE PAYMENTS OR SEVERANCE BENEFITS
UNDER SECTIONS 5(D), 5(E), 5(G) OR 5(H) OF THIS AGREEMENT MIGHT BE CHARACTERIZED
AS PARACHUTE PAYMENTS UNDER SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED ("SECTION 280G"), THE PARTIES SHALL TIMELY TAKE REASONABLE STEPS TO
AVOID THE TAX LIABILITY UNDER SECTION 280G AND SECTION 4999 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") TO THE EXTENT PERMITTED BY LAW.
ACCORDINGLY, THE EXECUTIVE AGREES TO COOPERATE FULLY IN PROCURING A SHAREHOLDER
VOTE (INCLUDING, BUT NOT LIMITED