LEVEL OF COVERAGE
AND BENEFITS APPLICABLE TO THEM IMMEDIATELY PRIOR TO THE DATE OF TERMINATION,
AND THE COMPANY SHALL PAY ALL PREMIUM AMOUNTS THEREFOR.
THE 30 MONTHS OF
CONTINUED MEDICAL COVERAGE AT THE COMPANY'S EXPENSE SHALL RUN CONCURRENTLY WITH
THE TIME PERIOD FOR WHICH THE EXECUTIVE AND HIS FAMILY MEMBERS ARE ENTITLED TO
CONTINUED MEDICAL COVERAGE UNDER THE PROVISIONS OF SECTION 4980B OF THE CODE AND
SECTION 601 OF ERISA, IF APPLICABLE, OR ANY SIMILAR STATE LAW CONTINUATION
COVERAGE REQUIREMENTS.
THE EXECUTIVE'S RESTRICTED SHARES AND OTHER EQUITY
AWARDS SHALL VEST, AND ANY STOCK OPTIONS AND STOCK APPRECIATION RIGHTS SHALL BE
EXERCISABLE AFTER THE DATE OF TERMINATION, AS SET FORTH AT PARAGRAPH 2(E)(IV)(A)
OR (B) HEREOF AS THE CASE MAY BE.
(D)
IN THE EVENT OF THE EXECUTIVE'S DEATH BEFORE PAYMENT OF ANY AMOUNT
THAT HAD BECOME DUE AND PAYABLE TO OR ON BEHALF OF THE EXECUTIVE PURSUANT TO THE
TERMS OF THIS AGREEMENT, PAYMENT OF THAT AMOUNT SHALL BE MADE TO THE EXECUTIVE'S
ESTATE OR DESIGNATED BENEFICIARY.
(E)
THE COMPANY SHALL NOT BE REQUIRED TO MAKE THE PAYMENTS AND PROVIDE
THE BENEFITS SPECIFIED IN PARAGRAPH
4(C) UNLESS THE EXECUTIVE EXECUTES AND DELIVERS TO THE COMPANY AN AGREEMENT
RELEASING THE COMPANY, ITS AFFILIATES AND ITS OFFICERS, DIRECTORS AND EMPLOYEES
FROM ALL LIABILITY (OTHER THAN THE PAYMENTS AND BENEFITS UNDER THIS
10
AGREEMENT) SUBSTANTIALLY IN THE FORM SET FORTH ATTACHED HERETO AS EXHIBIT A AND
SUCH AGREEMENT HAS BECOME EFFECTIVE AND IRREVOCABLE.
5.
DUTIES ON TERMINATION.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, DURING THE PERIOD BEGINNING ON THE DATE OF DELIVERY OF A NOTICE
OF RESIGNATION BY THE EXECUTIVE OR NOTICE OF TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY, AND ENDING ON THE DATE OF TERMINATION, THE EXECUTIVE
SHALL CONTINUE TO PERFORM HIS DUTIES AS SET FORTH IN THIS AGREEMENT, AND DURING
SUCH PERIOD SHALL ALSO PERFORM SUCH REASONABLE SERVICES FOR THE COMPANY AS ARE
NECESSARY AND APPROPRIATE FOR A SMOOTH TRANSITION TO THE EXECUTIVE'S SUCCESSOR,
IF ANY.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS PARAGRAPH 5, THE
COMPANY MAY SUSPEND THE EXECUTIVE FROM PERFORMING HIS DUTIES UNDER THIS
AGREEMENT FOLLOWING THE DELIVERY OF ANY SUCH NOTICE OF RESIGNATION OR
TERMINATION; PROVIDED, HOWEVER, THAT DURING THE PERIOD OF SUSPENSION (WHICH
SHALL END ON THE DATE OF TERMINATION), THE EXECUTIVE SHALL CONTINUE TO BE
TREATED AS EMPLOYED BY THE COMPANY FOR OTHER PURPOSES, AND HIS RIGHTS TO
COMPENSATION OR BENEFITS SHALL NOT BE REDUCED BY REASON OF THE SUSPENSION.
6.
NON-COMPETITION AND NON-SOLICITATION.
(A)
EXCEPT AS OTHERWISE PERMITTED UNDER PARAGRAPH 1(D) OF THIS
AGREEMENT AND EXCEPT FOR THE PERMITTED ACTIVITIES (OR OWNERSHIP INTERESTS) SET
FORTH ON EXHIBIT B, WHILE THE EXECUTIVE IS EMPLOYED BY THE COMPANY, HE AGREES
THAT HE WILL NOT DIRECTLY OR INDIRECTLY (WITHOUT PRIOR WRITTEN CONSENT OF THE
COMPANY) ENGAGE IN, ASSIST, PERFORM SERVICES FOR, ESTABLISH OR OPEN, OR HAVE ANY
EQUITY INTEREST (OTHER THAN OWNERSHIP OF 5% OR LESS OF THE OUTSTANDING STOCK OF
ANY CORPORATION LISTED ON THE NEW YORK OR AMERICAN STOCK EXCHANGE