IN CONTROL DATE SHALL BE COMMUNICATED BY A WRITTEN NOTICE TO THE OTHER
PARTY (THE "NOTICE OF TERMINATION"), GIVEN IN ACCORDANCE WITH SECTION 10
HEREOF.
ANY SUCH NOTICE OF TERMINATION SHALL: (I) INDICATE THE SPECIFIC
TERMINATION PROVISION OF THIS AGREEMENT RELIED UPON BY THE PARTY GIVING SUCH
NOTICE, (II) IN THE CASE OF A TERMINATION BY THE COMPANY FOR CAUSE OR BY THE
EMPLOYEE FOR GOOD REASON, SET FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR SUCH CAUSE OR GOOD REASON, AND
(III) SPECIFY THE DATE OF TERMINATION (AS DEFINED BELOW).
THE EFFECTIVE DATE OF
AN EMPLOYMENT TERMINATION (THE "DATE OF TERMINATION") SHALL BE THE CLOSE OF
BUSINESS ON THE DATE SPECIFIED IN THE NOTICE OF TERMINATION (WHICH DATE, OTHER
THAN IN THE CASE OF A TERMINATION DUE TO THE EMPLOYEE'S DEATH, OR A TERMINATION
BY THE COMPANY FOR CAUSE (WHICH NOTICE SHALL BE GOVERNED BY SECTION 4.3)), MAY
NOT BE LESS THAN 15 DAYS OR MORE THAN 120 DAYS AFTER THE DATE OF DELIVERY OF
SUCH NOTICE OF TERMINATION).
IN THE EVENT THE COMPANY FAILS TO SATISFY THE
REQUIREMENTS OF THIS SECTION 6.1 (C) REGARDING A NOTICE OF TERMINATION, THE
PURPORTED TERMINATION OF THE EMPLOYEE'S EMPLOYMENT PURSUANT TO SUCH NOTICE OF
TERMINATION SHALL NOT BE EFFECTIVE FOR PURPOSES OF THIS AGREEMENT.
6.2
BENEFITS TO EMPLOYEE UPON A CHANGE OF
CONTROL TERMINATION.
IN THE EVENT OF A CHANGE OF CONTROL TERMINATION, THE
EMPLOYEE SHALL BE ENTITLED TO ALL ACCRUED AND UNPAID BASE SALARY AND ANY ACCRUED
BUT UNUSED VACATION THROUGH THE DATE OF TERMINATION.
IN ADDITION, THE EMPLOYEE
SHALL BE ELIGIBLE TO RECEIVE THE FOLLOWING SEPARATION BENEFITS:
(A)
AN AMOUNT EQUAL TO THE SUM OF (I) TWELVE
(12) MONTHS OF THE EMPLOYEE'S BASE SALARY AS OF THE DATE OF TERMINATION (WHICH
AMOUNT SHALL BE PAYABLE IN ONE LUMP SUM ON THE NEXT PAYROLL DATE FOLLOWING THE
30TH DAY AFTER THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT IF THE CHANGE IN
CONTROL DATE PRECEDES THE CHANGE IN CONTROL, THEN SUCH AMOUNT SHALL BE PAYABLE
IN ACCORDANCE WITH SECTION 5.1(A)(I) HEREOF), AND (II) THE GREATER OF (X) THE
ANNUAL DISCRETIONARY TARGET BONUS ESTABLISHED BY THE BOARD (OR ANY OTHER PERSON
OR PERSONS HAVING AUTHORITY WITH RESPECT THERETO) FOR THE EMPLOYEE FOR THE
FISCAL YEAR IN WHICH THE DATE OF TERMINATION OCCURS OR (Y) THE ANNUAL BONUS PAID
TO THE EMPLOYEE FOR THE MOST RECENTLY COMPLETED FISCAL YEAR (WHICH AMOUNT SHALL
BE PAYABLE IN ONE LUMP SUM ON THE NEXT PAYROLL DATE FOLLOWING THE 30TH DAY AFTER
THE DATE OF TERMINATION);
(B)
THE COMPANY SHALL, IF THE EMPLOYEE IS
ELIGIBLE FOR AND ELECTS TO CONTINUE HIS/HER MEDICAL AND/OR DENTAL HEALTH
INSURANCE COVERAGE PURSUANT TO COBRA, CONTINUE TO CONTRIBUTE DURING THE
CONTRIBUTION PERIOD DEFINED ABOVE TOWARD THE COST OF THE EMPLOYEE'S COBRA
PREMIUMS THE SAME AMOUNT THAT IT
7
PAYS ON BEHALF OF ACTIVE AND SIMILARLY SITUATED EMPLOYEES RECEIVING THE SAME
TYPE OF COVERAGE.
THE REMAINING BALANCE OF ANY PREMIUM COSTS, AND ALL PREMIUM
COSTS AFTER THE