CALENDAR YEAR'S PERFORMANCE (EXCEPT IN THE CASE WHERE THE EXECUTIVE WAS NOT
EMPLOYED WITH THE COMPANY IN THE PRIOR YEAR, IN WHICH CASE IT WILL BE BASED OFF
OF THE YEAR IN WHICH THE TERMINATION OF EMPLOYMENT OCCURS), PRO RATED FOR THE
PORTION OF SUCH YEAR DURING WHICH THE EXECUTIVE WAS EMPLOYED PRIOR TO THE
EFFECTIVE DATE OF HIS TERMINATION, AND
(III)
AN AMOUNT EQUAL TO ACCRUED BUT UNPAID BASE SALARY THROUGH THE
DATE OF TERMINATION PLUS ANY OTHER COMPENSATION THEN DUE AND OWING FROM THE
COMPANY.
(IV)
THE SUM OF THE AMOUNTS PAYABLE UNDER SUBSECTIONS (I), (II) AND
(III) HEREOF IS REFERRED TO HEREIN AS HIS "SEVERANCE PAYMENT."
(V)
THE SEVERANCE PAYMENT SHALL BE MADE IN A SINGLE, LUMP SUM CASH
PAYMENT NO LATER THAN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT.
(VI)
THE COMPANY SHALL ALLOW THE EXECUTIVE TO CONTINUE TO PARTICIPATE
DURING THE TWO-YEAR PERIOD COMMENCING ON THE DATE OF TERMINATION (THE "SEVERANCE
PERIOD") IN ANY HEALTHCARE, DENTAL, VISION AND PRESCRIPTION DRUG PLANS IN WHICH
THE EXECUTIVE WAS ENTITLED TO PARTICIPATE IMMEDIATELY PRIOR TO HIS TERMINATION,
TO THE SAME EXTENT AND UPON THE SAME TERMS AS THE EXECUTIVE PARTICIPATED IN SUCH
PLANS PRIOR TO HIS TERMINATION, PROVIDED THAT THE EXECUTIVE'S CONTINUED
PARTICIPATION IS PERMISSIBLE OR OTHERWISE PRACTICABLE UNDER THE GENERAL TERMS
AND PROVISIONS OF SUCH BENEFIT PLANS AND PROGRAMS.
DURING THE SEVERANCE PERIOD,
THE COMPANY SHALL PAY FOR THE EXECUTIVE'S CONTINUED PARTICIPATION IN SAID
HEALTHCARE, DENTAL, VISION AND PRESCRIPTION DRUG PLANS, INCLUDING BUT NOT
LIMITED TO PREMIUMS FOR SUCH PROGRAMS.
TO THE EXTENT THAT CONTINUED
PARTICIPATION IS NEITHER PERMISSIBLE NOR PRACTICABLE, THE COMPANY SHALL TAKE
SUCH ACTIONS AS MAY BE NECESSARY TO PROVIDE THE EXECUTIVE WITH SUBSTANTIALLY
COMPARABLE BENEFITS (WITHOUT ADDITIONAL COST TO THE EXECUTIVE) OUTSIDE THE SCOPE
OF SUCH PLANS, INCLUDING, WITHOUT LIMITATION, REIMBURSING THE EXECUTIVE FOR HIS
COSTS IN OBTAINING SUCH COVERAGE, SUCH AS COBRA PREMIUMS PAID BY THE EXECUTIVE
AND/OR HIS ELIGIBLE DEPENDENTS. IF THE EXECUTIVE ENGAGES IN REGULAR EMPLOYMENT
AFTER HIS TERMINATION OF EMPLOYMENT (WHETHER AS AN EXECUTIVE OR AS A
SELF-EMPLOYED PERSON), ANY EMPLOYEE BENEFIT AND WELFARE BENEFITS RECEIVED BY THE
EXECUTIVE IN CONSIDERATION OF SUCH EMPLOYMENT WHICH ARE SIMILAR IN NATURE TO THE
HEALTHCARE, DENTAL, VISION AND PRESCRIPTION DRUG PLANS PROVIDED BY THE COMPANY
WILL RELIEVE THE COMPANY OF ITS OBLIGATION UNDER THIS SECTION 8(A)(VI) TO
PROVIDE COMPARABLE BENEFITS TO THE EXTENT OF THE BENEFITS SO RECEIVED.
(VII)
THE EXECUTIVE'S STOCK OPTIONS, IF ANY, AWARDED UNDER THE EQUITY
INCENTIVE PLAN (OR ANY OTHER OR SUCCESSOR PLAN) SHALL IMMEDIATELY BECOME 100%
VESTED AND HE SHALL HAVE AT LEAST A TWO-YEAR PERIOD FOLLOWING THE EFFECTIVE DATE
OF HIS TERMINATION OF EMPLOYMENT IN WHICH TO EXERCISE HIS VESTED STOCK OPTIONS,
INCLUDING THOSE STOCK OPTIONS THAT VESTED UPON HIS TERMINATION OF EMPLOYMENT.
(VIII)
THE EXECUTIVE'S RESTRICTED COMMON SHARES AWARDED UNDER THE EQUITY
INCENTIVE PLAN (OR ANY OTHER OR SUCCESSOR PLAN) SHALL IMMEDIATELY BECOME 100%
VESTED AND ALL RESTRICTIONS SHALL LAPSE.
7
(B)
TERMINATION ON DEATH OR PERMANENT DISABILITY.