PERIOD, EXCEPT AS EXPRESSLY REQUIRED BY
APPLICABLE LAW.
THE COMPANY SHALL BE ENTITLED TO DEDUCT FROM ANY PAYMENT
OTHERWISE PAYABLE TO EXECUTIVE PURSUANT TO THIS PARAGRAPH 4(B), ANY AMOUNT
RECEIVED BY EXECUTIVE AFTER TERMINATION OF THE EMPLOYMENT PERIOD UNDER ANY
SHORT-TERM OR LONG-TERM DISABILITY INSURANCE PLAN OR PROGRAM PROVIDED TO HIM BY
THE COMPANY; AND PROVIDED THAT EXECUTIVE SHALL PROMPTLY AND FULLY DISCLOSE TO
THE COMPANY IN WRITING THE AMOUNT OF ANY SUCH DISABILITY INSURANCE PAYMENTS.
(C)
IF THE EMPLOYMENT PERIOD IS TERMINATED FOR ANY OTHER REASON
(INCLUDING (1) BY THE COMPANY FOR CAUSE, (2) DUE TO EXECUTIVE'S DEATH OR (3) BY
EXECUTIVE'S RESIGNATION FOR ANY REASON WITHOUT GOOD REASON), EXECUTIVE SHALL
ONLY BE ENTITLED TO RECEIVE (I) HIS BASE SALARY THROUGH THE DATE OF SUCH
TERMINATION AND (II) ANY PORTION OF A BONUS FROM A PRIOR PERIOD (I.E., FROM A
PRIOR YEAR) THAT HAS BEEN FULLY EARNED AND WAS FULLY PAYABLE PRIOR TO THE DATE
ON WHICH THE EMPLOYMENT PERIOD IS TERMINATED BUT THAT HAD NOT YET BEEN PAID, AND
EXECUTIVE SHALL NOT BE ENTITLED TO ANY OTHER SALARY, COMPENSATION OR BENEFITS
FROM THE COMPANY, PARENT AND/OR ANY OF ITS SUBSIDIARIES THEREAFTER, EXCEPT AS
OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
(D)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL OF EXECUTIVE'S
RIGHTS TO SALARY, BONUSES, EMPLOYEE BENEFITS AND OTHER COMPENSATION HEREUNDER
(IF ANY) WHICH WOULD HAVE ACCRUED OR BECOME PAYABLE AFTER THE TERMINATION OF THE
EMPLOYMENT PERIOD SHALL CEASE UPON SUCH TERMINATION, OTHER THAN THOSE EXPRESSLY
REQUIRED UNDER APPLICABLE LAW (SUCH AS COBRA).
TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY FOR ANY REASON SHALL BE DEEMED TO AUTOMATICALLY
REMOVE EXECUTIVE, WITHOUT FURTHER ACTION, FROM ANY AND ALL OFFICES HELD BY
EXECUTIVE WITH THE COMPANY OR ANY OF ITS AFFILIATES.
(E)
THE COMPANY MAY OFFSET ANY AMOUNTS EXECUTIVE OWES IT OR ITS
AFFILIATES AGAINST ANY AMOUNTS IT OR ITS AFFILIATES OWES EXECUTIVE.
3
(F)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN WITH RESPECT
TO EXECUTIVE ONE OR MORE OF THE FOLLOWING: (I) THE COMMISSION OF A FELONY OR
OTHER CRIME INVOLVING MORAL TURPITUDE, (II) THE COMMISSION OF ANY ACT OR THE
OMISSION TO TAKE AN ACT, EITHER OF WHICH RESULTS IN DISLOYALTY OR FRAUD TOWARD
THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR INVOLVING DISHONESTY IN CONNECTION
WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, WHICH IS MATERIALLY DETRIMENTAL TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (III) REPORTING TO THE WORKPLACE UNDER
THE INFLUENCE OF ALCOHOL OR ILLEGAL DRUGS, THE USE OF ILLEGAL DRUGS (WHETHER OR
NOT AT THE WORKPLACE) OR OTHER REPEATED CONDUCT CAUSING THE COMPANY OR ANY OF
ITS SUBSIDIARIES SUBSTANTIAL PUBLIC DISGRACE OR DISREPUTE OR SUBSTANTIAL
ECONOMIC HARM, (IV) FAILURE TO PERFORM DUTIES AS REASONABLY DIRECTED BY THE
BOARD AND/OR THE COMPANY'S CHIEF EXECUTIVE OFFICER, AND SUCH FAILURE IS NOT
CURED WITHIN TWENTY (20) DAYS AFTER THE EXECUTIVE RECEIVES WRITTEN NOTICE
THEREOF FROM THE BOARD, (V) UNLAWFUL CONDUCT OR GROSS MISCONDUCT THAT IS WILLFUL
AND DELIBERATE ON EXECUTIVE'S PART AND THAT, IN EITHER EVENT, IS