TO THE EXECUTIVE, EXCEPT AS
PROVIDED IN SECTION 4(H) HEREOF AND THIS SECTION 4(G).
(H)
OTHER BENEFITS.
(I)
THE BENEFITS PAYABLE TO THE EXECUTIVE UNDER THIS AGREEMENT ARE
NOT IN LIEU OF ANY BENEFITS PAYABLE UNDER ANY EMPLOYEE BENEFIT PLAN, PROGRAM OR
ARRANGEMENT OF THE COMPANY, EXCEPT AS PROVIDED SPECIFICALLY HEREIN, AND UPON
TERMINATION OF EMPLOYMENT, THE EXECUTIVE SHALL RECEIVE SUCH BENEFITS OR
PAYMENTS, IF ANY, AS THE EXECUTIVE MAY BE ENTITLED TO RECEIVE PURSUANT TO THE
TERMS OF SUCH PLANS, PROGRAMS AND ARRANGEMENTS.
(II)
THIS AGREEMENT WILL NOT AFFECT THE EXECUTIVE'S RIGHTS OF
INDEMNIFICATION AND DEFENSE OR HIS ACCESS TO DIRECTORS AND OFFICERS INSURANCE
COVERAGE PURSUANT TO THE COMPANY'S CERTIFICATE OF INCORPORATION OR ITS BY-LAWS,
THE LAWS OF THE STATE OF DELAWARE AND RELEVANT INSURANCE CONTRACTS ENTERED INTO
BY THE COMPANY AND ITS AFFILIATES.
4
(III)
FOR AVOIDANCE OF DOUBT, THE PARTIES HERETO AGREE THAT IF THE
EXECUTIVE IS ENTITLED TO ANY SEVERANCE PAYMENTS UNDER ANY CHANGE IN CONTROL
AGREEMENT ENTERED INTO BETWEEN THE EXECUTIVE AND THE COMPANY OR ANY OF ITS
AFFILIATES, THE EXECUTIVE SHALL NOT BE ENTITLED TO ANY SEVERANCE AND/OR WELFARE
BENEFITS UNDER THIS AGREEMENT AND SUCH CHANGE IN CONTROL AGREEMENT WILL GOVERN.
(IV)
EXCEPT FOR THE OBLIGATIONS OF THE COMPANY PROVIDED BY THIS
AGREEMENT AND ANY OTHER PLANS, PROGRAMS OR AGREEMENTS REFERRED TO
HEREIN(INCLUDING, WITHOUT LIMITATION, PURSUANT TO THIS SECTION 4(H)), THE
COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO THE EXECUTIVE UPON TERMINATION OF
EMPLOYMENT.
(I)
NOTICE OF TERMINATION.
ANY PURPORTED TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH) SHALL BE COMMUNICATED BY
WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO THE OTHER PARTY HERETO IN
ACCORDANCE WITH SECTION 7 HEREOF.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION
PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL
THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED.
FURTHER, A NOTICE OF
TERMINATION FOR CAUSE IS REQUIRED TO INCLUDE A COPY OF A RESOLUTION DULY ADOPTED
BY THE AFFIRMATIVE VOTE OF NOT LESS THAN THREE-QUARTERS (3/4) OF THE ENTIRE
MEMBERSHIP OF THE BOARD AT A MEETING OF THE BOARD WHICH WAS CALLED AND HELD FOR
THE PURPOSE OF CONSIDERING SUCH TERMINATION (AFTER REASONABLE NOTICE TO THE
EXECUTIVE AND AN OPPORTUNITY FOR THE EXECUTIVE, TOGETHER WITH THE EXECUTIVE'S
COUNSEL, TO BE HEARD BEFORE THE BOARD) FINDING THAT, IN THE GOOD FAITH OPINION
OF THE BOARD, THE EXECUTIVE WAS GUILTY OF CONDUCT SET FORTH IN CLAUSE (I),
(II) OR (III) OF THE DEFINITION OF CAUSE HEREIN, AND SPECIFYING THE PARTICULARS
THEREOF IN DETAIL
(J)
NO ACCUMULATION OF BENEFITS. EXECUTIVE'S RIGHT TO SEVERANCE
PAYMENTS AND/OR WELFARE BENEFITS UNDER ANY SUBSECTION OF THIS AGREEMENT SHALL BE
PAID WITH RESPECT TO A SINGLE TYPE OF TERMINATION EVENT, AND SUCH PAYMENTS AND
BENEFITS FROM ONE TERMINATION EVENT CANNOT BE CUMULATED WITH RIGHTS ARISING
UNDER THIS AGREEMENT ON ACCOUNT OF ANOTHER TERMINATION