OF THE THEN CURRENT TERM, EMPLOYEE SHALL
BE ENTITLED TO RECEIVE HIS MOST RECENT BASE SALARY AND INSURANCE COVERAGE (LESS
ANY STATE UNEMPLOYMENT OR ANY OTHER COMPENSATION EARNED FROM ALTERNATIVE
EMPLOYMENT AND LESS ANY DISABILITY INSURANCE PROCEEDS) FROM THE DATE OF
TERMINATION TO TWELVE MONTHS FROM THE DATE OF TERMINATION AND BONUS COMPENSATION
TO THE EXTENT EARNED.
SUCH SEVERANCE COMPENSATION IS THE ONLY COMPENSATION TO
WHICH EMPLOYEE SHALL BE ENTITLED FOLLOWING A TERMINATION AT WILL OR A
TERMINATION BY REASON OF DISABILITY.
4.2
ACCELERATION OF PAYMENTS.
THE COMPANY MAY,
IN THE COMPANY'S SOLE DISCRETION, IF EMPLOYEE SO REQUESTS WITHIN THIRTY (30)
DAYS FOLLOWING A TERMINATION AT WILL OR A TERMINATION BY REASON OF DISABILITY,
ELECT TO PAY TO EMPLOYEE A LUMP SUM SEVERANCE PAYMENT BY BANK CASHIER'S CHECK
EQUAL TO THE PRESENT VALUE OF THE FLOW OF CASH PAYMENTS THAT WOULD OTHERWISE BE
PAID TO EMPLOYEE PURSUANT TO SECTION 4.1 ABOVE.
SUCH PRESENT VALUE SHALL BE
DETERMINED AS OF THE DATE OF PAYMENT AND SHALL BE BASED ON A DISCOUNT RATE EQUAL
TO THE INTEREST RATE ON 90-DAY U.S. TREASURY BILLS, AS REPORTED IN THE WALL
STREET JOURNAL (OR SIMILAR PUBLICATION), ON THE DATE OF PAYMENT.
IF THE COMPANY
ELECTS TO MAKE A LUMP SUM SEVERANCE PAYMENT, THE COMPANY SHALL MAKE SUCH PAYMENT
TO EMPLOYEE WITHIN TEN (10) DAYS FOLLOWING THE DATE ON WHICH THE COMPANY
NOTIFIES EMPLOYEE OF ITS AGREEMENT TO MAKE A LUMP SUM PAYMENT.
4.3
NO SEVERANCE COMPENSATION UNDER OTHER
TERMINATION.
IN THE EVENT OF A VOLUNTARY TERMINATION, TERMINATION FOR CAUSE, OR
TERMINATION BY REASON OF EMPLOYEE'S DEATH, NEITHER EMPLOYEE NOR HIS ESTATE SHALL
BE PAID ANY SEVERANCE COMPENSATION.
5.
OTHER AGREEMENTS.
EMPLOYEE AGREES THAT
TO INDUCE THE COMPANY TO ENTER INTO THIS AGREEMENT, HE HAS CONCURRENTLY EXECUTED
AND DELIVERED TO THE COMPANY (A) AN EMPLOYEE NON-DISCLOSURE AGREEMENT AND
PROPRIETARY RIGHTS ASSIGNMENT DATED AS OF EVEN DATE HEREWITH, IN THE FORM OF
EXHIBIT A HERETO, AND (B) A NON-SOLICITATION AND NON-COMPETITION AGREEMENT DATED
AS OF EVEN DATE HEREWITH, IN THE FORM OF EXHIBIT B HERETO.
EMPLOYEE HEREBY
COVENANTS AND AGREES TO FULLY ABIDE BY EACH AND EVERY TERM OF SUCH AGREEMENTS,
AND AGREES AND UNDERSTANDS THAT A BREACH OR VIOLATION BY EMPLOYEE OF ANY
PROVISION OF ANY PROVISION OF EITHER OF SUCH AGREEMENTS SHALL CONSTITUTE GROUNDS
FOR TERMINATION FOR CAUSE UNDER SECTION 2.8(A)(II) OF THIS AGREEMENT, AND THAT
NO SUCH TERMINATION SHALL LIMIT OR AFFECT ANY OTHER RIGHTS AND REMEDIES OF THE
COMPANY ARISING OUT OF OR IN CONNECTION WITH ANY SUCH BREACH OR VIOLATION.
THE
COVENANTS ON THE PART OF EMPLOYEE CONTAINED IN SUCH AGREEMENTS SHALL SURVIVE
TERMINATION OF THIS AGREEMENT, REGARDLESS OF THE REASON FOR SUCH TERMINATION.
EMPLOYEE HEREBY REPRESENTS AND ACKNOWLEDGES THAT THE COMPANY IS RELYING ON THE
COVENANTS CONTAINED IN SUCH AGREEMENTS IN ENTERING INTO THIS AGREEMENT, AND THAT
THE TERMS AND CONDITIONS OF THE COVENANTS CONTAINED IN SUCH AGREEMENTS ARE FAIR
AND REASONABLE.
5
6.
MISCELLANEOUS.
6.1
WAIVER.
THE WAIVER OF THE BREACH OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT