DATE ON WHICH SUCH SEPARATION FROM SERVICE TAKES PLACE
SHALL BE THE "DATE OF TERMINATION."
6.
OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(A)
GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
IF, DURING
THE EMPLOYMENT PERIOD, THE COMPANY SHALL TERMINATE THE EXECUTIVE'S EMPLOYMENT
OTHER THAN FOR CAUSE OR DISABILITY OR THE EXECUTIVE SHALL TERMINATE EMPLOYMENT
FOR GOOD REASON:
(I)
THE COMPANY SHALL PAY TO THE EXECUTIVE, IN A LUMP SUM IN CASH WITHIN
30 DAYS AFTER THE DATE OF TERMINATION, THE AGGREGATE OF THE FOLLOWING AMOUNTS:
(A)
THE SUM OF (1) THE EXECUTIVE'S ANNUAL BASE SALARY THROUGH THE DATE OF
TERMINATION, (2) THE PRODUCT OF (X) THE TARGET ANNUAL BONUS AND (Y) A FRACTION,
THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE CURRENT FISCAL YEAR THROUGH
THE DATE OF TERMINATION, AND THE DENOMINATOR OF WHICH IS 365 (THE "PRO RATA
BONUS"), AND (3) ANY ACCRUED VACATION PAY, IN EACH CASE TO THE EXTENT NOT
THERETOFORE PAID (THE SUM OF THE AMOUNTS DESCRIBED IN CLAUSES (1), (2), AND (3)
SHALL BE HEREINAFTER REFERRED TO AS THE "ACCRUED OBLIGATIONS"); AND
(B)
THE AMOUNT EQUAL TO THE PRODUCT OF (1) [THREE] [TWO] AND (2) THE SUM
OF (X) THE EXECUTIVE'S ANNUAL BASE SALARY AND (Y) THE TARGET ANNUAL BONUS; AND
(C)
THE AMOUNT EQUAL TO THE PRODUCT OF (1) SUM OF (X) THE ANNUAL COBRA
PREMIUMS FOR COVERAGE UNDER THE COMPANY'S HEALTH CARE PLANS AND (Y) THE ANNUAL
PREMIUM FOR COVERAGE (BASED ON THE RATE PAID BY THE COMPANY FOR ACTIVE
EMPLOYEES) UNDER THE COMPANY'S LIFE INSURANCE PLANS, IN EACH CASE, BASED ON THE
PLANS IN WHICH THE EXECUTIVE PARTICIPATES AS OF THE DATE OF TERMINATION (OR, IF
MORE FAVORABLE TO THE EXECUTIVE, THE PLANS AS IN EFFECT IMMEDIATELY PRIOR TO THE
EFFECTIVE DATE), AND (2) [THREE] [TWO]; AND
(D)
THE AMOUNT EQUAL TO THE SUM OF ALL COMPANY CONTRIBUTIONS TO WHICH THE
EXECUTIVE IS ELIGIBLE AS OF IMMEDIATELY PRIOR TO THE EFFECTIVE DATE (OR, IF MORE
FAVORABLE, THE DATE OF TERMINATION) UNDER THE COMPANY'S QUALIFIED DEFINED
CONTRIBUTION PLANS
8
and any excess or supplemental defined contribution plans (and any successor
plans thereto) in which the Executive participates as of the Effective Date (or,
if more favorable, the Date of Termination) (together, the "DC SERPs") that the
Executive would be eligible to receive if the Executive's employment continued
for [three] [two] years after the Date of Termination, assuming for this purpose
that (1) the Executive's benefits under such plans are fully vested, (2) the
Executive's eligible compensation for purposes of such plans in each of the
[three] [two] years is that required by Section 4(b)(i) and Section 4(b)(ii) and
that such amounts are paid in equal monthly installments over such
[three][two]-year period, (3) to the extent that the Company contributions are
determined based on the contributions or deferrals of the Executive, that the
Executive's contribution or deferral elections, as appropriate, are those in
effect immediately prior to the Effective Date (or, if more favorable, the Date
of Termination),