SHALL REMAIN IN EFFECT FOR SUCH AND RELATED PURPOSES
(INCLUDING BUT NOT LIMITED TO UNDER SECTION 5 HEREOF) UNTIL ALL OF THE COMPANY'S
OBLIGATIONS HEREUNDER ARE FULFILLED.
FURTHER, PROVIDED THAT A CHANGE OF CONTROL
HAS TAKEN PLACE PRIOR TO THE TERMINATION OF THIS AGREEMENT, THE PROVISIONS OF
SECTIONS 10 AND 12 HEREOF SHALL SURVIVE AND REMAIN IN EFFECT NOTWITHSTANDING THE
TERMINATION OF THIS AGREEMENT, THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT OR
ANY BREACH OR REPUDIATION OR ALLEGED BREACH OR REPUDIATION BY THE COMPANY OR THE
EXECUTIVE OF THIS AGREEMENT OR ANY ONE OR MORE OF ITS TERMS.
3.
TERMINATION FOLLOWING CHANGE OF
CONTROL.
IF, AND ONLY IF, (I) A CHANGE OF CONTROL OCCURS AND THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED BY THE COMPANY WITHOUT CAUSE OR BY THE
EXECUTIVE FOR GOOD REASON AT ANY TIME WITHIN TWO (2) YEARS AFTER THE CHANGE OF
CONTROL OR (II) THERE WAS AN ANTICIPATORY TERMINATION AND THE CHANGE OF CONTROL
HAS TAKEN PLACE WITHIN NINETY (90) DAYS THEREAFTER, THE EXECUTIVE SHALL BE
ENTITLED TO THE AMOUNTS PROVIDED IN SECTION 4 UPON SUCH TERMINATION.
IN THE
EVENT OF AN ANTICIPATORY TERMINATION, IF ANY EQUITY GRANTS WHICH WERE GRANTED
PRIOR TO A CHANGE OF CONTROL WOULD VEST ON A CHANGE OF CONTROL AFTER AN
ANTICIPATORY TERMINATION, ANY SUCH EQUITY GRANTS THAT OTHERWISE WOULD BE
FORFEITED (AFTER APPLICATION OF ANY OTHER ACCELERATED VESTING PROVISION) SHALL
NOT BE FORFEITED PENDING A DETERMINATION OF WHETHER OR NOT A CHANGE OF CONTROL
OCCURS WITHIN NINETY (90) DAYS THEREAFTER (THE "DETERMINATION PERIOD"), BUT
DURING THE DETERMINATION PERIOD NO UNVESTED OPTION SHALL VEST OR BE EXERCISABLE,
NO OTHER UNVESTED EQUITY GRANT SHALL VEST AND NO DIVIDENDS SHALL BE PAYABLE
UNLESS AND UNTIL THE CHANGE OF CONTROL TAKES PLACE DURING THE
3
DETERMINATION PERIOD.
IF A CHANGE OF CONTROL OCCURS DURING THE DETERMINATION
PERIOD, AND THE OPTION EXERCISE PERIOD WOULD OTHERWISE HAVE EXPIRED, THEN THE
EXERCISE PERIOD FOR ANY EQUITY GRANTS WHICH OTHERWISE WOULD HAVE EXPIRED DURING
THE DETERMINATION PERIOD SHALL AUTOMATICALLY BE DEEMED TO HAVE BEEN EXTENDED TO
THE DATE WHICH IS THIRTY (30) DAYS FOLLOWING THE FIRST DATE AFTER SUCH CHANGE OF
CONTROL IN WHICH SHARES OF THE COMPANY COULD BE TRADED BY THE EXECUTIVE ON THE
APPLICABLE MARKET UNDER THE COMPANY'S TRADING WINDOW POLICIES BUT, WITH REGARD
TO ANY OUTSTANDING OPTIONS ON THE DATE HEREOF, NOT BEYOND THE LAST DAY OF
EXTENSION PERMITTED UNDER SECTION 409A ("CODE SECTION 409A") OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), WITHOUT SUCH OPTION BEING DEEMED
SUBJECT TO CODE SECTION 409A AS OF THE DATE GRANTED.
4.
COMPENSATION ON CHANGE OF CONTROL
TERMINATION.
(A)
IF, PURSUANT TO SECTION 3, THE EXECUTIVE IS ENTITLED TO
AMOUNTS AND BENEFITS UNDER THIS SECTION 4, THE EXECUTIVE SHALL RECEIVE THE
FOLLOWING PAYMENTS AND BENEFITS FROM THE COMPANY:
(A)
(I) SUBJECT TO SUBMISSION OF APPROPRIATE DOCUMENTATION, ANY INCURRED BUT
UNREIMBURSED BUSINESS EXPENSES FOR THE PERIOD PRIOR TO THE EXECUTIVE'S
TERMINATION PAYABLE IN ACCORDANCE WITH THE COMPANY'S POLICIES AND PRACTICES;
(II) ANY BASE SALARY,