THE FISCAL YEAR OF THE COMPANY AFTER
THE DATE OF TERMINATION AND ENDING WITH THE FINAL LUMP SUM PAYMENT IN THE FISCAL
YEAR OF THE COMPANY AFTER THE FISCAL YEAR THAT INCLUDES THE LAST DAY OF THE
SEVERANCE PERIOD ON OR ABOUT THE SAME TIME AS OTHER SENIOR EXECUTIVES RECEIVE
THEIR ANNUAL INCENTIVE BONUS FROM THE COMPANY FOR EACH APPLICABLE FISCAL YEAR OF
THE COMPANY, FOR EACH FISCAL YEAR (OR PART THEREOF) DURING THE SEVERANCE PERIOD,
WITH THE AMOUNT OF SUCH LUMP SUM PAYMENT EQUAL WITH RESPECT TO EACH FISCAL YEAR
TO THE ANNUAL CASH BONUSES FOR EACH SUCH FISCAL YEAR DETERMINED IN ACCORDANCE
WITH SECTIONS 4(A) AND 4(B) AS IF EXECUTIVE WERE EMPLOYED THROUGH THE END OF THE
SEVERANCE PERIOD EXCEPT THAT EXECUTIVE'S CASH BONUS OPPORTUNITY SHALL BE THE
SAME AS THE OPPORTUNITY HE HAD IN THE FISCAL YEAR PRIOR TO THE FISCAL YEAR THAT
INCLUDES THE DATE OF TERMINATION AND THE AMOUNT OF SUCH ANNUAL CASH BONUSES FOR
EACH SUCH FISCAL YEAR SHALL BE DETERMINED AS IF PERFORMANCE TARGETS WITH RESPECT
TO EACH SUCH FISCAL YEAR WERE SATISFIED TO THE SAME EXTENT SUCH PERFORMANCE
TARGETS WERE SATISFIED DURING THE YEAR PRIOR TO THE YEAR THAT INCLUDES THE
EXECUTIVE'S DATE OF TERMINATION (WITH ANY BONUSES FOR ANY PARTIAL FISCAL YEAR IN
THE SEVERANCE PERIOD DETERMINED AS EQUAL TO THE PRODUCT OF (A) EXECUTIVE'S
ANNUAL CASH BONUSES FOR THE APPLICABLE FISCAL YEAR DETERMINED AS PROVIDED ABOVE
IN THIS SUBCLAUSE (Z) OF THIS SECTION 7(E)(I), AND (B) A FRACTION, THE NUMERATOR
OF WHICH IS EQUAL TO THE NUMBER OF DAYS IN SUCH PARTIAL FISCAL YEAR AFTER THE
DATE OF TERMINATION AND DURING THE SEVERANCE PERIOD, AND THE DENOMINATOR OF
WHICH IS EQUAL TO 365); PROVIDED, HOWEVER, THAT IN THE EVENT SUCH TERMINATION OF
EMPLOYMENT OCCURS WITHIN ONE YEAR FOLLOWING ANY SALE (AS DEFINED IN THE
SECURITYHOLDERS AGREEMENT), ANY PAYMENTS TO WHICH EXECUTIVE IS ENTITLED UNDER
THIS SECTION 7(E)(I) SHALL BE PAYABLE IN ONE LUMP SUM ON THE SEVENTH DAY AFTER
THE DATE OF TERMINATION, ASSUMING, FOR PURPOSES OF SUBCLAUSE (X) OF THIS
SECTION 7(E)(I), THAT ALL PERFORMANCE TARGETS FOR THE YEAR INCLUDING THE DATE OF
TERMINATION WERE SATISFIED AND, FOR PURPOSES OF SUBCLAUSE (Z) OF THIS
SECTION 7(E)(I), THAT THE SIZE OF THE MANAGEMENT BONUS POOL WAS THE SAME AS
IMMEDIATELY PRIOR TO THE SALE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, IF THE TIMING OF ANY OR
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ALL OF THE PAYMENTS OR THE CONTINUED PROVISION OF ANY BENEFITS UNDER THIS
SECTION 7(E) OR ANY OTHER PROVISION OF THIS AGREEMENT ARE SUBJECT TO THE SPECIAL
TIMING RULE CONTAINED IN SECTIONS 409A(A)(2)(A)(I) AND 409A(A)(2)(B)(I) OF THE
INTERNAL REVENUE CODE OF 1986 (AS AMENDED, THE "CODE"), SUCH PAYMENTS OR
PROVISION THAT EXECUTIVE WOULD OTHERWISE BE ENTITLED TO RECEIVE DURING THE FIRST
SIX MONTHS AFTER TERMINATION OF EMPLOYMENT SHALL BE ACCUMULATED AND PAID OR
PROVIDED ON THE FIRST BUSINESS DAY AFTER THE SIX MONTH ANNIVERSARY OF
TERMINATION OF EMPLOYMENT IN A SINGLE LUMP SUM OR IN SUCH OTHER MANNER AS
PERMITTED UNDER