TO EXTEND THE RESTRICTED PERIOD, THE
AMOUNT OF SEVERANCE PAY SHALL BE INCREASED BY ONE-TWELFTH (1/12) OF HIS BASE
SALARY, AT THE ANNUAL RATE THEN IN EFFECT, FOR EACH MONTH BY WHICH THE
RESTRICTED PERIOD IS EXTENDED.
IN ADDITION, IF THE EXECUTIVE ELECTS COBRA
CONTINUATION COVERAGE, THE COMPANY SHALL PAY FOR SUCH COVERAGE THROUGH THE
SEVERANCE PERIOD AT THE SAME RATE AS IT PAYS FOR HEALTH INSURANCE COVERAGE FOR
ITS ACTIVE EMPLOYEES (WITH THE EXECUTIVE REQUIRED TO PAY FOR ANY EMPLOYEE PAID
PORTION OF SUCH COVERAGE).
NOTHING HEREIN PROVIDED, HOWEVER, SHALL BE CONSTRUED
TO EXTEND THE PERIOD OF TIME OVER WHICH SUCH COBRA CONTINUATION COVERAGE
OTHERWISE MAY BE PROVIDED TO THE EXECUTIVE AND/OR HER DEPENDENTS.
NOTWITHSTANDING THE ABOVE, EXECUTIVE SHALL RECEIVE SUCH AMOUNTS ONLY IF
EXECUTIVE IS NOT IN MATERIAL BREACH OF ANY OF THE PROVISIONS OF THE
CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT AND SECTION 9 OF THIS
EMPLOYMENT AGREEMENT AND HAS COMPLIED WITH SECTION 11(F) OF THIS EMPLOYMENT
AGREEMENT.
(E)
VOLUNTARY RESIGNATION BY EXECUTIVE.
EXECUTIVE MAY TERMINATE THE
EMPLOYMENT PERIOD AT ANY TIME FOR ANY REASON UPON THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO THIS
SECTION 11(E), THE COMPANY SHALL HAVE NO FURTHER OBLIGATION TO EXECUTIVE EXCEPT
FOR BASE SALARY AND BENEFITS ACCRUED THROUGH THE DATE OF TERMINATION; PROVIDED,
HOWEVER, THAT IF EXECUTIVE IS TERMINATING THE EMPLOYMENT PERIOD FOR GOOD REASON
(AS DEFINED BELOW), THEN EXECUTIVE WILL BE ENTITLED TO RECEIVE THE SEVERANCE
BENEFITS ON THE TERMS AND SUBJECT TO ALL OF THE CONDITIONS AND RIGHTS AS
DESCRIBED IN SECTION 11(D).
THE FOLLOWING EVENTS WILL BE DEEMED "GOOD REASON"
FOR WHICH EXECUTIVE MAY TERMINATE THE EMPLOYMENT PERIOD AND RECEIVE THE
SEVERANCE PAYMENTS SET FORTH IN SECTION 11(D):
(I)
A MATERIAL DIMINUTION OF THE EXECUTIVE'S
DUTIES, RESPONSIBILITIES, POSITION OR TITLE AFTER NOTICE TO THE COMPANY AND A
THIRTY (30) DAY OPPORTUNITY TO CURE; OR
(II)
ANY MATERIAL BREACH OF THIS EMPLOYMENT
AGREEMENT ON THE PART OF THE COMPANY (INCLUDING, BUT NOT LIMITED TO, ANY
DECREASE IN THE BASE SALARY WITHOUT THE CONSENT OF THE EXECUTIVE), AFTER NOTICE
TO THE CHIEF EXECUTIVE OFFICER, AND A THIRTY (30) DAY OPPORTUNITY TO CURE;
PROVIDED, HOWEVER, THAT EXECUTIVE IS NOT IN MATERIAL BREACH OF ANY OF THE TERMS
OF THIS EMPLOYMENT AGREEMENT.
(F)
GENERAL RELEASE.
THE RECEIPT OF ANY PAYMENT AS SET FORTH IN
SECTIONS 11(D)-(E) ABOVE SHALL BE CONTINGENT UPON EXECUTIVE'S EXECUTION OF AN
AGREEMENT ACCEPTABLE TO THE COMPANY THAT (I) WAIVES ANY RIGHTS THE EXECUTIVE MAY
OTHERWISE HAVE AGAINST THE COMPANY AND ITS AFFILIATES, (II) RELEASES THE COMPANY
AND ITS AFFILIATES FROM ACTIONS, SUITS, CLAIMS, PROCEEDINGS AND DEMANDS RELATED
TO THE PERIOD OF EMPLOYMENT AND/OR THE TERMINATION OF EMPLOYMENT, AND
(III) CONTAINS CERTAIN OTHER STANDARD OBLIGATIONS WHICH SHALL BE SET FORTH AT
THE TIME OF THE TERMINATION.
FOR PURPOSES OF THIS EMPLOYMENT AGREEMENT, THE
TERM "AFFILIATES" MEANS ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, ASSOCIATION,
JOINT-STOCK COMPANY, TRUST, UNINCORPORATED ASSOCIATION OR OTHER ENTITY (OTHER
THAN THE COMPANY) THAT DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS, IS