DIFFERENT FROM, AND THAT RESULT IN A SUBSTANTIAL DIMINUTION OF,
THE DUTIES THAT HE IS TO ASSUME ON THE DATE HEREOF, (II) THE FAILURE OF EMPLOYER
TO OBTAIN THE ASSUMPTION OF THIS AGREEMENT BY ANY SUCCESSOR (AS DEFINED BELOW)
TO EMPLOYER AS CONTEMPLATED BY SECTION 14, (III) A REDUCTION IN THE RATE OF
EXECUTIVE'S BASE SALARY OR (IV) A MATERIAL BREACH BY EMPLOYER OF ANY OF ITS
OBLIGATIONS HEREUNDER OR BY HOLDING OF ANY OF ITS OBLIGATIONS UNDER ANY OPTION
AGREEMENT OR OTHER INCENTIVE AWARD AGREEMENT, PROVIDED THAT, IN THE CASE OF ANY
OF CLAUSES (I), (III) OR (IV), WITHIN 30 DAYS FOLLOWING THE OCCURRENCE OF ANY OF
THE EVENTS SET FORTH THEREIN, EXECUTIVE SHALL HAVE DELIVERED WRITTEN NOTICE TO
EMPLOYER OF HIS INTENTION TO TERMINATE HIS EMPLOYMENT FOR GOOD REASON, WHICH
NOTICE SPECIFIES IN REASONABLE DETAIL THE
5
CIRCUMSTANCES CLAIMED TO GIVE RISE TO EXECUTIVE'S RIGHT TO TERMINATE HIS
EMPLOYMENT FOR GOOD REASON, AND EMPLOYER OR HOLDING, AS THE CASE MAY BE, SHALL
NOT HAVE CURED SUCH CIRCUMSTANCES TO THE REASONABLE SATISFACTION OF EXECUTIVE.
(E)
NOTICE OF TERMINATION.
ANY TERMINATION BY EMPLOYER PURSUANT TO
SECTION 7(A), 7(B) OR 7(C), OR BY EXECUTIVE PURSUANT TO SECTION 7(D), SHALL BE
COMMUNICATED BY A WRITTEN NOTICE OF TERMINATION ADDRESSED TO THE OTHER PARTIES
TO THIS AGREEMENT.
A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE STATING THAT
EXECUTIVE'S EMPLOYMENT WITH EMPLOYER HAS BEEN OR WILL BE TERMINATED.
(F)
PAYMENTS UPON CERTAIN TERMINATIONS.
(I)
IN THE EVENT OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT BY
EMPLOYER WITHOUT CAUSE OR A TERMINATION BY EXECUTIVE OF HIS EMPLOYMENT FOR GOOD
REASON DURING THE EMPLOYMENT PERIOD OR A TERMINATION OF EXECUTIVE'S EMPLOYMENT
AS A RESULT OF THE EXPIRATION OF THE EMPLOYMENT PERIOD, EMPLOYER SHALL PAY TO
EXECUTIVE (OR, FOLLOWING HIS DEATH, TO EXECUTIVE'S BENEFICIARIES):
(A)
HIS BASE SALARY, WHICH SHALL BE PAYABLE IN INSTALLMENTS ON
EMPLOYER'S REGULAR PAYROLL DATES, FOR THE PERIOD
(THE "SEVERANCE PERIOD")
BEGINNING ON THE DATE OF TERMINATION (AS DEFINED BELOW) AND ENDING ON THE
EIGHTEEN MONTH ANNIVERSARY OF THE DATE OF TERMINATION, AND
(B)
ANY EARNED BUT UNPAID SYNERGY ACHIEVEMENT AWARDS, PAYABLE PROMPTLY
FOLLOWING SUCH TERMINATION OF EMPLOYMENT AND A PRO RATA PORTION OF THE SYNERGY
ACHIEVEMENT AWARD (THE "PRO RATA SYNERGY AWARD") THAT WOULD HAVE BEEN PAYABLE TO
EXECUTIVE FOR THE AWARD YEAR THAT INCLUDES THE DATE OF TERMINATION, PAYABLE
PROMPTLY FOLLOWING THE CALCULATION THEREOF, LESS
(C)
THE AMOUNT, IF ANY, PAID OR PAYABLE TO EXECUTIVE UNDER THE TERMS
OF ANY SEVERANCE PLAN, POLICY, PROGRAM OR PRACTICE OF HOLDING, EMPLOYER OR ANY
OF THEIR RESPECTIVE AFFILIATES APPLICABLE TO EXECUTIVE, AS IN EFFECT ON THE DATE
OF TERMINATION;
provided that Employer may, at any time, pay to Executive, in a single lump sum
and in satisfaction of Employer's obligations under clauses (A) and (B) of this
Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then
remaining to be paid to Executive pursuant to clause (A) above, and the amount,
if any, then remaining to be paid to Executive