HELD BY
EXECUTIVE WILL BECOME FULLY VESTED AND ALL STOCK OPTIONS AND OTHER EXERCISABLE
AWARDS WILL BECOME IMMEDIATELY EXERCISABLE AND WILL REMAIN EXERCISABLE FOR A
PERIOD FOLLOWING THE DATE OF TERMINATION OF (X) NINETY (90) DAYS FOLLOWING A
TERMINATION BY EXECUTIVE FOR GOOD REASON AND (Y) TWELVE (12) MONTHS FOLLOWING A
TERMINATION BY THE COMPANY WITHOUT CAUSE.
(E)
TERMINATION DUE TO EXPIRATION OF THE TERM
OF EMPLOYMENT.
IF EXECUTIVE'S EMPLOYMENT HEREUNDER TERMINATES DUE TO THE
EXPIRATION OF THE TERM OF EMPLOYMENT IN ACCORDANCE WITH SECTION 1:
(I)
THE COMPANY SHALL PAY TO EXECUTIVE THE
ACCRUED OBLIGATIONS AT THE TIMES, AND SUBJECT TO THE SAME CONDITIONS, AS
PROVIDED IN SECTION 8(A) HEREOF; AND
(II)
SUBJECT TO EXECUTIVE'S SIGNING (AND NOT
REVOKING) THE RELEASE WITHIN TWENTY-ONE (21) DAYS FOLLOWING SUCH TERMINATION,
THE COMPANY SHALL PAY THE COSTS OF CONTINUED GROUP LIFE, MEDICAL, DENTAL, AND
VISION INSURANCE COVERAGE FOR EXECUTIVE AND HIS DEPENDENTS UNDER THE PLANS AND
PROGRAMS IN WHICH EXECUTIVE PARTICIPATED IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION, OR MATERIALLY EQUIVALENT PLANS AND PROGRAMS MAINTAINED BY THE
COMPANY IN REPLACEMENT THEREOF, FOR A PERIOD OF EIGHTEEN (18) MONTHS FOLLOWING
THE DATE OF TERMINATION (THE "EXPIRATION COVERAGE PERIOD"); PROVIDED, THAT IN
THE EVENT THE MEDICAL, DENTAL, AND VISION PLANS UNDER WHICH EXECUTIVE AND HIS
DEPENDENTS WERE RECEIVING BENEFITS IMMEDIATELY PRIOR TO THE DATE OF TERMINATION,
OR ANY APPLICABLE REPLACEMENT PLAN OR PROGRAM, IS NOT FULLY-INSURED, THEN IN
LIEU OF THE FOREGOING, IF EXECUTIVE TIMELY ELECTS COBRA COVERAGE AND TIMELY PAYS
THE MONTHLY PREMIUMS FOR SUCH COBRA COVERAGE, THEN THE COMPANY SHALL REIMBURSE
EXECUTIVE DURING THE COVERAGE PERIOD FOR THE AMOUNT OF SUCH MONTHLY PREMIUM THAT
IS IN EXCESS OF THE ACTIVE EMPLOYEE RATE (EXCLUDING, FOR PURPOSES OF CALCULATING
COST, AN EMPLOYEE'S ABILITY TO PAY PREMIUMS WITH PRE-TAX DOLLARS), ON A TAX
GROSSED-UP BASIS TO THE EXTENT SUCH MONTHLY PREMIUM IS TAXABLE TO EXECUTIVE,
PAYABLE ON THE FIRST COMPANY PAYROLL DATE IN EACH MONTH FOLLOWING THE DATE OF
TERMINATION; AND
(III)
ALL VESTED STOCK OPTIONS AND OTHER
EXERCISABLE AWARDS THEN HELD BY EXECUTIVE SHALL REMAIN EXERCISABLE FOR A PERIOD
OF TWELVE (12) MONTHS FOLLOWING THE DATE OF TERMINATION AND ALL UNVESTED EQUITY
AWARDS HELD BY EXECUTIVE SHALL IMMEDIATELY BE FORFEITED WITHOUT CONSIDERATION.
(F)
NO MITIGATION; NO OFF-SET.
EXECUTIVE
WILL NOT BE REQUIRED TO SEEK OTHER EMPLOYMENT OR ATTEMPT TO REDUCE ANY PAYMENTS
DUE TO EXECUTIVE UNDER THIS SECTION 8, AND ANY COMPENSATION (IN WHATEVER FORM)
EARNED BY EXECUTIVE FROM ANY SUBSEQUENT EMPLOYMENT WILL NOT OFFSET OR REDUCE THE
COMPANY'S SEVERANCE OBLIGATIONS UNDER THIS SECTION 8 FOLLOWING EXECUTIVE'S
TERMINATION.
THE COMPANY'S OBLIGATION TO PAY EXECUTIVE ANY PAYMENTS UNDER THIS
SECTION 8 WILL NOT BE SUBJECT TO SET-OFF, COUNTERCLAIM OR RECOUPMENT OF AMOUNTS
OWED BY EXECUTIVE TO THE COMPANY.
9
(G)
CHANGE IN CONTROL/GOLDEN PARACHUTE CONSIDERATIONS.
ALL EQUITY
AWARDS HELD BY EXECUTIVE SHALL VEST UPON THE OCCURRENCE OF A CHANGE IN CONTROL
OF THE COMPANY.
IF EXECUTIVE BECOMES ENTITLED TO ANY PAYMENTS AND/OR BENEFITS
THAT CONSTITUTE "PARACHUTE PAYMENTS" WITHIN THE MEANING OF SECTION 280G(B)(2) OF