Common use of Compensation Following Termination Clause in Contracts

Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any; 2. Payments of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the date of Executive's death; and 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 Stock Option Plan set forth in Section 3.1(h) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company ("the Existing Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1996 Stock Option Plan and the Existing Stock Option Plans shall together be referred to herein as the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(e) for a period of 24 months following the effective date of such termination. 5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 months following the effective date of such termination; 2. Payment of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month period in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(4), a "competitor of the Company" shall include, without limitation, managed care organizations, including a health maintenance organization, competitive medical plan, preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e) for a period of 24 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j). 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c). e. Notwithstanding anything which may be expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the MICP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans or otherwise which arise from circumstances not addressed in this Agreement.

Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any;, 2. Payments of benefits under the MICP set forth in Section 3.1(g3.1(f), which will be deemed to have accrued as of the date of Executive's death; and 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 Stock Option Plan set forth in Section 3.1(h3.1(f) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company (the "the Existing Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1996 Stock Option Plan and the Existing Stock Option Plans shall together be referred to herein as the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the MICP set forth in Section 3.1(g3.1(f), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(e3.1(d) for a period of 24 12 months following the effective date of such termination. 5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or habitual neglect or gross misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard a severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 12 months following the effective date of such termination; 2. Payment of benefits under the MICP set forth in Section 3.1(g3.1(f), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 12 month period in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(4), a "competitor of the Company" shall include, without limitation, managed care organizations, including a health maintenance organization, competitive medical plan, preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e3.1(d) for a period of 24 12 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j). 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c3.1(i). e. Notwithstanding anything which may be expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the MICP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans or otherwise which arise from circumstances not addressed in this Agreement.

Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any; 2. Payments of benefits under the LTPIP and the MICP set forth in Section 3.1(gSections 3.1(i) and 3.1(j), respectively, which will be deemed to have accrued as of the date of Executive's death; and; 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 1989 Stock Option Plan set forth in Section 3.1(h) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company ("the Existing Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1996 Stock Option Plan and the Existing Stock Option Plans shall together be referred to herein as the "Stock Option Plans."3.1(j); and 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five June 10, 1997, Executive's estate or legal representative will not be required to repay the Advance. 5. If Executive's death occurs within two years of employment with the CompanyRelocation Services Commencement Date, Executive's estate or legal representative will not be required to repay any amount of amounts paid by the Loan Company for Relocation Services for Executive or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) aboveRelocation Allowance. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the LTPIP and the MICP set forth in Section 3.1(gSections 3.1(i) and 3.1(j), respectively, which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the 1989 Stock Option Plans Plan in accordance with the terms stated therein; and; 4. Payment of the automobile allowance as provided under Section 3.1(e3.1(g) for a period of 24 12 months following the effective date of such termination.; and 5. If Executive is disabled or incapacitated while prior to June 10, 1997, Executive will not be required to repay the Advance. 6. If Executive is still employed by the Company, but prior to his having completed five disabled or incapacitated within two years of employment with the CompanyRelocation Services Commencement Date, Executive will not be required to repay any amount of amounts paid by the Loan Company for Relocation Services for Executive or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) aboveRelocation Amount. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the 1989 Stock Option Plans Plan in accordance with the terms set forth therein. If In addition, if this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), ) prior to Executive's completing five years of employment with the CompanyJune 10, 1997, Executive shall will be required to repay the Loan plus accrued interest as set forth Advance or any portion which has been paid in full. Further, if this Agreement is terminated pursuant to the provisions contained in this Section 3.1(c3.2(c) abovewithin two years of the Relocation Services Commencement Date, Executive will be required to repay any amounts paid by the Company for Relocation Services for Executive and the Relocation Amount. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 12 months following the effective date of such termination; 2. Payment of benefits under the LTPIP and the MICP set forth in Section 3.1(gSections 3.1(i) and 3.1(j), respectively, which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the 1989 Stock Option Plans Plan in accordance with their terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 12 month period in which Executive's salary continues pursuant to Section 3.2(d)(1)benefit period, the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(4), a "competitor of the Company" shall include, without limitation, managed care organizations, including a an health maintenance organization, competitive medical plan, or preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e3.1(g) for a period of 24 12 months following the effective date of such termination; and; 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j3.1(m).; and 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), Executive's termination occurs prior to June 10, 1997, Executive will not be required to repay the Advance. 8. If Executive's completing five termination occurs within two years of employment with the CompanyRelocation Services Commencement Date, Executive will not be required to repay any amount of amounts paid by the Loan Company for Relocation Services for Executive or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c)Relocation Amount. e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he she otherwise may be entitled to under the LTPIP, the MICP, the 1989 Stock Option PlansPlan, the Company's profit-sharing plan, non-qualified deferred compensation plans pension plan or otherwise which arise from circumstances not addressed in this Agreement.

Compensation Following Termination. a. In the event that this Agreement is terminated by reason of ExecutiveDesignee's death, ExecutiveDesignee's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy to be purchased by the Company on ExecutiveDesignee's behalf, if any;; and 2. Payments of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the date of Executive's death; and 3. ExecutiveDesignee's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 1989 Stock Option Plan set forth in Section 3.1(h3.1(f) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company ("the Existing Prior Stock Option Plans") in accordance with their terms for a period of one year following ExecutiveDesignee's death. The 1996 1989 Stock Option Plan and the Existing Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive Contractor is terminated because of an incapacity or disabilitydisability of Designee, the Company shall provide Executive Designee with the following: 1. Payment of benefits under the disability insurance policy to be maintained by the Company on ExecutiveDesignee's behalf, if any;; and 2. Payment of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(e) for a period of 24 months following the effective date of such termination. 5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above. c. In the event this Agreement is terminated because of ExecutiveContractor's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of ExecutiveContractor's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate ExecutiveContractor; provided, however, that Executive Designee shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above. d. In the event that the Company terminates ExecutiveContractor, for any reason other than ExecutiveContractor's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive Contractor or Designee shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. ExecutiveContractor's then current annual salary fee under Section 3.1(a) for a period of 24 months following the effective date of such termination; 2. Payment of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination; 43. Notwithstanding the foregoing, in the event Executive engages in employment with Contractor is retained on a similar basis by a competitor of the Company during the 24 month period in which Executive's salary continues pursuant to Section 3.2(d)(1)benefit period, the severance compensation available to Executive Contractor under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive Contractor earns while engaged in employment with by any such competitor or competitors. For the purposes of this Section 3.2(d)(43.2(d)(3), a "competitor of the Company" shall include, without limitation, managed care organizations, including a an health maintenance organization, competitive medical plan, or preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive Contractor agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive Contractor from a competitor of Company;; and 54. Payment of the automobile allowance as provided in Section 3.1(e3.1(b) for a period of 24 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j). 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c). e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive Contractor or Designee any benefits to which he they otherwise may be entitled to under the MICP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans Plans or otherwise which arise from circumstances not addressed in this Agreement.

Compensation Following Termination. a. In (a) Notwithstanding any other provision of this Agreement, if, prior to the event that Commencement Date, this Agreement is terminated by the Company for any reason other than as a result of the Executive's death’s death or Disability or Cause, or terminated by the Executive for Good Reason, the Company will pay to the Executive his Base Salary and, to the extent reasonably possible, provide him with the Fringe Benefits, for a period of 12 months following the date of such termination of this Agreement, provided, however, the Executive's estate , during the period between the Effective Date and the Commencement Date, (i) does not solicit or legal representative accept offers from third parties and refrains from any discussions or negotiations with third parties (whether directly or through attorneys, agents, investment bankers or otherwise) with respect to retaining employment with a party other than the Company or commencing a business venture either alone or with a third party other than the Company, whether as an employee, partner, shareholder, member, or in such other capacity, or (ii) is not retained by any party other than his current employer as of the Effective Date. The Company’s obligation under the preceding sentence shall be entitled subject to receive the following: 1. Payment of benefits under the life insurance policy purchased offset by any amounts otherwise received by the Executive from any employment during the 12 month period following such termination of this Agreement. In the event of termination of this Agreement pursuant to this Section 10(a) prior to the Commencement Date, the provisions of Sections 7(a) and 7(b) hereof shall not apply. (b) If the Executive’s employment is terminated during the Term as a result of his death or Disability, the Company on shall promptly pay to the Executive or to the Executive's behalf’s estate, if any; 2as applicable, his Base Salary, any previously unpaid portion of the Guaranteed Bonus, any accrued but unpaid Discretionary Bonus, the value of his accrued unused vacation days and expense reimbursement amounts through the date of death or Disability. Payments All the Executive’s stock options, including, without limitation, the Initial Options, that are scheduled to vest by the end of benefits under the MICP set forth calendar year in Section 3.1(g), which will such termination occurs shall be deemed accelerated and vested as of the termination date. All stock options that have not vested (or been vested pursuant to the immediately preceding sentence to have accrued vested) as of the date of Executive's death; and 3. Executive's legal representative termination shall be permitted deemed to exercise any vested have expired as of such date. (c) If the Executive’s employment is terminated during the Term (i) by the Board for Cause or (ii) by the Executive in the absence of a Good Reason, the Company shall promptly pay to the Executive his Base Salary, the value of his accrued unused vacation days and unexercised options under expense reimbursement amounts through the 1996 Stock Option Plan set forth in Section 3.1(hdate of termination (collectively, the “Accrued Compensation”) and the Executive shall have no further entitlement to any other compensation or benefits from the Company. All the Executive’s stock options, including, without limitation, the Options, that have not vested as of the date of termination shall be permitted deemed to exercise any other have expired as of such date. Any stock options that have vested and unexercised options granted under any other existing stock option plans as of the Company ("the Existing Stock Option Plans") in accordance with their terms date of termination shall remain exercisable for a period of one year following Executive's death. The 1996 Stock Option Plan and the Existing Stock Option Plans shall together be referred to herein as the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(e) for a period of 24 months 90 days following the effective date of such termination. 5. (d) If Executive the Executive’s employment is disabled or incapacitated while Executive is still employed by terminated as the Company, but prior to his having completed five years result of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth a Non-Renewal Event (as defined in Section 3.1(c) above. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination2 hereof), then the Company shall be relieved from any (i) pay the Executive the Accrued Compensation and all further or future obligations (ii) continue to compensate Executive; provided, however, that pay to the Executive shall be able to exercise any vested his Base Salary and unexercised awards under the Stock Option Plans in accordance provide him with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) Fringe Benefits for a period of 24 four months following the effective date of such termination;. Any stock options that have vested as of the date of the Executive’s termination shall remain exercisable for a period of 90 days following the date of such termination. 2(e) If the Executive’s employment is terminated during the Term by the Company (or its successor) upon the occurrence of a Change of Control and on the date of termination pursuant to this Section 10(e) the Fair Market Value (as defined herein) of the Company’s outstanding Common Stock, in the aggregate, is less than $40,000,000, then the Company (or its successor, as applicable) shall (i) pay the Executive the Accrued Compensation and (ii) continue to pay to the Executive his Base Salary and provide him with the Fringe Benefits for a period of six months following the date of such termination. Payment All stock options that are scheduled to vest by the end of benefits under the MICP set forth calendar year in Section 3.1(g), which will such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any stock options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Executive’s termination shall remain exercisable for a period of 90 days following the date of such termination. All stock options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have accrued expired as of such date. “Fair Market Value” shall mean the effective average closing sale price of the Common Stock for the ten (10) business days preceding the Change of Control, as quoted on a national securities exchange, the Nasdaq Stock Market or the Over-the-Counter Bulletin Board, as applicable, or if the Common Stock is not then traded or quoted on any such stock exchange or stock market, then such price as determined in good faith by the Board on the date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year Change of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month period in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(4), a "competitor of the Company" shall include, without limitation, managed care organizations, including a health maintenance organization, competitive medical plan, preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e) for a period of 24 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j)Control. 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c). e. Notwithstanding anything which may be expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the MICP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans or otherwise which arise from circumstances not addressed in this Agreement.

Compensation Following Termination. a. In Paragraphs (c), (d) and (e) of Section 9 of the event that this Agreement shall be amended and restated in their entirety, as follows: (c) If the Executive’s employment is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive during the following: 1. Payment of benefits under the life insurance policy purchased Term by the Company on Executive's behalf(or its successor) upon the occurrence of a Change of Control, if any; 2. Payments of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the date of Executive's death; and 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 Stock Option Plan set forth in Section 3.1(h) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of then the Company ("or its successor, as applicable) shall (i) pay the Existing Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1996 Stock Option Plan and Executive the Existing Stock Option Plans shall together be referred to herein as Accrued Compensation through the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the MICP set forth in Section 3.1(g), which will be deemed to have accrued as of the effective date of such termination; 3. The right ; (ii) continue to exercise any vested pay to the Executive his then current annualized Base Salary and unexercised options under provide him with health insurance (on the Stock Option Plans in accordance with the identical terms stated therein; and 4. Payment as then provided to all other employees of the automobile allowance as provided under Section 3.1(eCompany) for a period of 24 twelve (12) months following the effective date of such termination. 5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive such period shall be able increased to exercise any vested and unexercised awards under eighteen (18) months if such termination occurs on or after the Stock Option Plans in accordance date of FDA Approval (as defined below); (iii) provide Executive with the terms set forth therein. If this Agreement is terminated maximum amount of his Discretionary Bonus for which he would have been eligible for the year in which the termination occurs, assuming full performance (including the amount of additional Discretionary Bonus payable pursuant to the provisions contained proviso in this Section 3.2(c4(b) hereof), prior to Executive's completing five years provided, however, that if such termination occurs on or after the date of employment with FDA Approval, then the Company, Executive payment under this clause (iii) shall be required equal to repay 150% of his maximum Discretionary Bonus (including the Loan plus accrued interest as set forth additional amount pursuant to the proviso in Section 3.1(c4(b) hereof); and (iv) immediately accelerate the vesting of Executive’s unvested Options (as defined in Section 4(c) above) to provide for vesting of all remaining unvested Options. d. In (d) If the event that Executive’s employment is terminated during the Term either (i) by the Company terminates Executive, for any reason other than for Cause, upon a Change of Control, or as a result of the Executive's incapacity ’s death or disability Disability or misconduct as described in Sections 2.2(b(ii) and 2.2(c)by the Executive for a Good Reason, respectivelythen the Company shall pay the Executive or his estate, Executive shall be entitled heirs, successors, or assigns (1) the Accrued Compensation through the date of such termination; (2) continue to pay to the following severance compensation, Executive his then current annualized Base Salary and provide him with health insurance (on the condition that Executive executes the Company's standard severance agreement including a general release identical terms as then provided to all other employees of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 twelve (12) months following the effective date of such termination; 2. Payment , provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or after the date of benefits under FDA Approval; (iii) provide Executive with the MICP set forth maximum amount of his Discretionary Bonus for which he would have been eligible for the year in which the termination occurs, assuming full performance (but disregarding any additional Discretionary Bonus payable pursuant to the proviso in Section 3.1(g4(b) hereof), which will and pro-rated for the number of months that Executive was employed by the Company for such year, provided, however, that if such termination occurs on or after the date of FDA Approval, then the payment under this clause (iii) shall be deemed equal to have accrued as 150% of his maximum Discretionary Bonus (disregarding any additional amount pursuant to the proviso in Section 4(b) hereof), and pro-rated for the number of months that Executive was employed by the Company for such year; and (iv) immediately accelerate the vesting of Executive’s unvested Options to provide for twelve (12) additional months of vesting, provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or after the date of FDA Approval. (e) If the Company elects not to renew this Agreement at the end of the effective Term or any Additional Term thereafter other than for Cause or the Executive elects not to renew this Agreement at the end of the Term or any Additional Term for Good Reason, then the Company shall pay the Executive (1) the Accrued Compensation through the date of such termination; 3. The right ; (2) continue to exercise any vested pay to the Executive his then current annualized Base Salary and unexercised options under provide him with health insurance (on the Stock Option Plans in accordance with their identical terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month period in which Executive's salary continues pursuant as then provided to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(4), a "competitor other employees of the Company" shall include, without limitation, managed care organizations, including a health maintenance organization, competitive medical plan, preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e) for a period of 24 twelve (12) months following the effective date of such termination, provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or after the date of FDA Approval; and 6. The Company shall (iii) provide to Executive with the outplacement services described maximum amount of his Discretionary Bonus for which he would have been eligible for the year in Section 3.1(j). 7. If Executive is terminated which the termination occurs, assuming full performance (but disregarding any additional Discretionary Bonus payable pursuant to the provisions contained proviso in this Section 3.2(d4(b) hereof), prior and pro-rated for the number of months that Executive was employed by the Company for such year, provided, however, that if such termination occurs on or after the date of FDA Approval, then the payment under this clause (iii) shall be equal to Executive's completing five years 150% of employment with his maximum Discretionary Bonus (disregarding any additional amount pursuant to the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth proviso in Section 3.1(c4(b) hereof), and pro-rated for the number of months that Executive was employed by the Company for such year; and (iv) immediately accelerate the vesting of Executive’s unvested Options to provide for twelve (12) additional months of vesting, provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or after the date of FDA Approval. e. Notwithstanding anything which may be expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the MICP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans or otherwise which arise from circumstances not addressed in this Agreement.

Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any; 2. Payments of benefits under the MICP LTPIP and the AIP set forth in Section 3.1(gSections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the date of Executive's death; and 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 1989 Stock Option Plan set forth in Section 3.1(h3.1(g) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company ("the Existing Prior Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1996 1989 Stock Option Plan and the Existing Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the MICP LTPIP and the AIP set forth in Section 3.1(gSections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(e3.1(c) for a period of 24 months following the effective date of such termination. 5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 months following the effective date of such termination; 2. Payment of benefits under the MICP LTPIP and the AIP set forth in Section 3.1(gSections 3.1(e) and 3.1.(f), respectively, which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month period in which Executive's salary continues pursuant to Section 3.2(d)(1)benefit period, the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(43.2(d)(5), a "competitor of the Company" shall include, without limitation, managed care organizations, including a an health maintenance organization, competitive medical plan, or preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e) 3.1-C- for a period of 24 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j). 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c3.1(i). e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the MICPLTPIP, the AIP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans pension plan or otherwise which arise from circumstances not addressed in this Agreement. 4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE

Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any; 2. Payments of benefits under the Long-Term Performance Incentive Plan ("LTPIP"), if performance cycles remain outstanding, and the MICP set forth in Section 3.1(g3.1(f), which will be deemed to have accrued as of the date of Executive's death; and 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1996 Stock Option Plan set forth in Section 3.1(h3.1(b) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company ("the Existing Prior Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1996 Stock Option Plan and the Existing Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans." 4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above. b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the LTPIP, if performance cycles remain outstanding, and the MICP set forth in Section 3.1(g3.1(f), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(e3.1(d) for a period of 24 months following the effective date of such termination. 5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard a severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 months following the effective date of such termination; 2. Payment of benefits under the LTPIP, if performance cycles remain outstanding, and the MICP set forth in Section 3.1(g3.1(f), which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month period in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(4), a "competitor of the Company" shall include, without limitation, managed care organizations, including a health maintenance organization, competitive medical plan, or preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1(e3.1(d) for a period of 24 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(j). 7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c3.1(h). e. Notwithstanding anything which may be expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the MICP, the Stock Option Plans, the Company's profit-sharing plan, non-qualified deferred compensation plans pension plan or otherwise which arise from circumstances not addressed in this Agreement.