EXTENSION OF THE TERM OF THIS
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A CHANGE IN CONTROL
DURING THE TERM, THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY BE EXTENDED
UNTIL THE LATER OF: (I) THE LAST DAY OF THE TWELFTH MONTH AFTER THE EFFECTIVE
DATE OF THE CHANGE IN CONTROL, OR (II) THE DATE ON WHICH THE COMPANY OBLIGATIONS
TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT HAVE BEEN SATISFIED IN
FULL.
3.
ELIGIBILITY FOR SEVERANCE.
YOU WILL BECOME ENTITLED TO THE
BENEFITS DESCRIBED IN SECTION 4 IF AND ONLY IF:
(A)
(I) THE COMPANY TERMINATES YOUR EMPLOYMENT FOR ANY REASON,
OTHER THAN YOUR DEATH, DISABILITY OR CAUSE; OR (II) YOU TERMINATE YOUR
EMPLOYMENT WITH THE COMPANY FOR GOOD REASON;
(B)
THE DATE OF TERMINATION OCCURS WITHIN THE PERIOD BEGINNING ON:
(I) THE DATE THE COMPANY ENTERS INTO A DEFINITIVE AGREEMENT THAT WILL, IF
CONSUMMATED, RESULT IN A CHANGE IN CONTROL, IF THE TERMINATION IS BY THE COMPANY
OR (II) ON THE DATE OF THE CHANGE IN CONTROL, IF THE TERMINATION IS BY YOU FOR
GOOD REASON, AND ENDING ON THE LAST DAY OF THE TWELFTH MONTH AFTER THE CHANGE IN
CONTROL; AND
4
(C)
YOU SIGN A RELEASE OF CLAIMS IN FAVOR OF THE COMPANY, IN A
FORM PREPARED BY THE COMPANY, AND YOU DO NOT REVOKE OR RESCIND YOUR RELEASE OF
CLAIMS WITHIN THE TIME PERIOD SPECIFIED THEREIN.
THE COMPANY SHALL PROVIDE THE
FORM OF RELEASE TO YOU ON OR BEFORE THE 5TH DAY FOLLOWING YOUR DATE OF
TERMINATION.
4.
SEVERANCE BENEFIT.
(A)
SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 3 AND EXCEPT
AS PROVIDED IN SECTION 4(B), THE COMPANY WILL, WITHIN 60 DAYS OF YOUR DATE OF
TERMINATION, MAKE A LUMP-SUM CASH PAYMENT TO YOU IN AN AMOUNT EQUAL TO TWO TIMES
YOUR BASE SALARY. THE PAYMENT UNDER THIS SECTION 4 SHALL SUPERSEDE AND BE IN
LIEU OF ANY RIGHTS YOU MAY HAVE UNDER ANY OTHER POLICY OR PROGRAM OF THE COMPANY
PROVIDING FOR SEVERANCE DURING THE TERM UPON OR AFTER A CHANGE IN CONTROL.
(B)
IN THE EVENT THE AMOUNT TO BE PAID UNDER SECTION 4(A),
TOGETHER WITH ALL OTHER PAYMENTS AND THE VALUE OF ANY BENEFIT RECEIVED OR TO BE
RECEIVED BY YOU WOULD RESULT IN ALL OR A PORTION OF SUCH AMOUNT BEING SUBJECT TO
EXCISE TAX UNDER CODE §
4999 AND REGULATIONS PROMULGATED THEREUNDER (THE
"EXCISE TAX"),
THEN THE AMOUNT THE COMPANY SHALL PAY YOU UNDER THIS SECTION
SHALL BE SUCH LESSER AMOUNT AS DETERMINED IN ACCORDANCE WITH THIS SECTION 4(B)
THAT WOULD RESULT IN NO PORTION OF ANY PAYMENT BEING SUBJECT TO THE EXCISE TAX.
ALL DETERMINATIONS REQUIRED TO BE MADE UNDER THIS SECTION 4(B) SHALL BE MADE BY
THE COMPANY'S OUTSIDE AUDITOR IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL (THE
"ACCOUNTING FIRM").
THE COMPANY SHALL CAUSE THE ACCOUNTING FIRM TO PROVIDE
DETAILED SUPPORTING CALCULATIONS OF ITS DETERMINATIONS TO THE COMPANY AND YOU.
NOTICE MUST BE GIVEN TO THE ACCOUNTING FIRM WITHIN 15 BUSINESS DAYS AFTER THE