ARRANGEMENTS OF THE COMPANY OR ITS AFFILIATES (BUT EXCLUDING THE
SERP);
(C)
A LUMP SUM PAYMENT EQUAL TO A PRO-RATA PORTION
OF EXECUTIVE'S ANNUAL BONUS FOR THE FISCAL YEAR IN WHICH EXECUTIVE'S TERMINATION
OCCURS (DETERMINED BY MULTIPLYING THE AMOUNT EXECUTIVE WOULD BE ABLE TO RECEIVE
IF THE DATE OF TERMINATION WERE THE END OF THE FISCAL YEAR BY A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS DURING THE PERFORMANCE YEAR OF
TERMINATION THAT EXECUTIVE IS EMPLOYED BY THE COMPANY AND THE DENOMINATOR OF
WHICH IS 365); PROVIDED, THAT THE APPLICABLE PERFORMANCE TARGETS ARE MET FOR THE
PORTION OF THE FISCAL YEAR DURING WHICH EXECUTIVE WAS EMPLOYED BY THE COMPANY;
PROVIDED, FURTHER, THAT NO AMOUNT SHALL BE PAID TO EXECUTIVE IF AT THE TIME OF
SUCH TERMINATION NO BONUS WOULD BE PAYABLE BASED ON THE ACTUAL ACHIEVEMENT OF
CORPORATE, BUSINESS UNIT AND INDIVIDUAL PERFORMANCE RESULTS AS OF THE DATE OF
TERMINATION (FOR EXAMPLE, IF ACTUAL PERFORMANCE THROUGH THE DATE OF TERMINATION
REPRESENTED 90% OF TARGET PERFORMANCE OBJECTIVES FOR THE YEAR, EXECUTIVE WOULD
BE ENTITLED TO A PRORATA PORTION OF THE CORRESPONDING PERCENTAGE OF HIS TARGET
ANNUAL BONUS BASED ON THE APPLICABLE PERFORMANCE MATRIX, AND IF THE THRESHOLD
LEVEL OF PERFORMANCE OBJECTIVES WAS NOT ACHIEVED, NO BONUS WOULD BE PAID);
(D)
SUBJECT TO EXECUTIVE'S CONTINUED COMPLIANCE
WITH THE PROVISIONS OF SECTIONS 9 AND 10 OF THIS AGREEMENT (OTHER THAN A BREACH
WHICH IS INSUBSTANTIAL AND INSIGNIFICANT, TAKING INTO ACCOUNT ALL OF THE
CIRCUMSTANCES), FOR A PERIOD OF TWELVE MONTHS FOLLOWING THE DATE OF SUCH
TERMINATION, CONTINUED PARTICIPATION IN THE HEALTH AND WELFARE PLANS MAINTAINED
BY THE COMPANY OR ANY OF ITS AFFILIATES AS IN EFFECT FROM TIME TO TIME DURING
SUCH TWELVE-MONTH PERIOD, ON THE SAME BASIS AS THE COMPANY AND ITS AFFILIATES
PROVIDES SUCH PLANS FOR ITS THEN ACTIVELY EMPLOYED EXECUTIVES (WHICH
MAY INCLUDE, WITHOUT LIMITATION, MEDICAL, DENTAL, DISABILITY AND LIFE
INSURANCE), AND THE COMPANY AND EXECUTIVE SHALL SHARE THE COSTS OF THE
CONTINUATION OF SUCH COVERAGE IN THE SAME PROPORTION AS SUCH COSTS WERE SHARED
IMMEDIATELY PRIOR TO EXECUTIVE'S TERMINATION; PROVIDED, HOWEVER, THAT SUCH
PARTICIPATION SHALL TERMINATE, OR THE BENEFITS UNDER SUCH PLAN SHALL BE REDUCED,
IF
6
AND TO THE EXTENT EXECUTIVE BECOMES COVERED (OR IS ELIGIBLE TO BECOME COVERED)
DURING SUCH PERIOD BY PLANS OF A SUBSEQUENT EMPLOYER OR OTHER ENTITY TO WHICH
EXECUTIVE PROVIDES SERVICES PROVIDING COMPARABLE BENEFITS OR IF EXECUTIVE FAILS
TO PAY ANY REQUIRED CONTRIBUTION OR PREMIUM. SUCH COVERAGE SHALL BE CREDITED
AGAINST THE TIME PERIOD THAT EXECUTIVE AND EXECUTIVE'S DEPENDENTS ARE ENTITLED
TO RECEIVE CONTINUED COVERAGE UNDER THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1985, AS AMENDED; AND
(E)
THE COMPENSATION COMMITTEE OF THE COMPANY MAY,
BUT NEED NOT, PROVIDE THAT (I) ALL OR ANY PART OF EXECUTIVE'S UNVESTED STOCK
OPTIONS, INCLUDING, BUT NOT LIMITED TO, THE INITIAL OPTION DESCRIBED IN
EXHIBIT A, THEN HELD BY EXECUTIVE SHALL BECOME VESTED AND EXERCISABLE AS OF THE
DATE OF TERMINATION AND MAY CONTINUE TO BE EXERCISABLE FOR A DESIGNATED PERIOD
OF TIME