VESTED
AND EXERCISABLE, WILL BECOME FULLY VESTED AND EXERCISABLE AT THE DATE OF SUCH
TERMINATION, AND ANY SUCH OPTIONS GRANTED ON OR AFTER THE DATE HEREOF SHALL
REMAIN OUTSTANDING AND EXERCISABLE UNTIL THE STATED EXPIRATION DATE OF THE
OPTION AS THOUGH EXECUTIVE'S EMPLOYMENT DID NOT TERMINATE, AND, IN OTHER
RESPECTS, SUCH OPTIONS SHALL BE GOVERNED BY THE PLANS AND PROGRAMS AND THE
AGREEMENTS AND OTHER DOCUMENTS PURSUANT TO WHICH SUCH OPTIONS WERE GRANTED;
(V)
ANY PERFORMANCE OBJECTIVES UPON WHICH THE EARNING OF
PERFORMANCE-BASED RESTRICTED STOCK AND DEFERRED STOCK AWARDS AND OTHER LONG-TERM
INCENTIVE AWARDS IS CONDITIONED SHALL BE DEEMED TO HAVE BEEN MET AT TARGET LEVEL
AT THE DATE OF TERMINATION, AND RESTRICTED STOCK AND DEFERRED STOCK AWARDS,
INCLUDING OUTSTANDING PERS AWARDS, AND OTHER LONG-TERM INCENTIVE AWARDS (TO THE
EXTENT THEN OR PREVIOUSLY EARNED, IN THE CASE OF PERFORMANCE-BASED AWARDS) SHALL
BECOME FULLY VESTED AND NON-FORFEITABLE AT THE DATE OF SUCH TERMINATION, AND, IN
OTHER RESPECTS, SUCH AWARDS SHALL BE GOVERNED BY THE PLANS AND PROGRAMS AND THE
AGREEMENTS AND OTHER DOCUMENTS PURSUANT TO WHICH SUCH AWARDS WERE GRANTED;
(VI)
ALL DEFERRAL ARRANGEMENTS UNDER SECTION 5(D) WILL BE SETTLED IN
ACCORDANCE WITH THE PLANS AND PROGRAMS GOVERNING THE DEFERRAL AND ALL RIGHTS
UNDER THE SERP AND ANY OTHER BENEFIT PLAN SHALL BE GOVERNED BY SUCH PLAN, AS
MODIFIED BY THIS AGREEMENT;
(VII)
FOR PURPOSES OF THE SERP, EXECUTIVE WILL BE CREDITED WITH
ADDITIONAL YEARS OF AGE AND/OR YEARS OF SERVICE (AS DEFINED IN THE SERP) IF AND
TO THE EXTENT REQUIRED SO THAT EXECUTIVE'S TERMINATION WILL QUALIFY AS A
"RETIREMENT" WITHIN THE MEANING OF THE SERP AND SO THAT EXECUTIVE WILL BE
ENTITLED THE MAXIMUM "RETIREMENT BENEFIT" IN ACCORDANCE WITH SECTION 3.1 OF THE
SERP.
IN ADDITION, THE PROVISIONS OF THE SERP NOTWITHSTANDING, THE TERM
"AVERAGE FINAL COMPENSATION" AS USED IN THE SERP SHALL MEAN THE GREATEST OF (A)
AVERAGE FINAL COMPENSATION AS DEFINED IN THE SERP, (B) THE SUM OF (X)
EXECUTIVE'S BASE SALARY PLUS (Y) EXECUTIVE'S ANNUAL TARGET INCENTIVE OPPORTUNITY
FOR THE YEAR IN WHICH THE CHANGE IN CONTROL OCCURRED (IF NOT YET DETERMINED,
THEN SUCH OPPORTUNITY SHALL BE DEEMED TO EQUAL THE GREATER OF THE MINIMUM ANNUAL
TARGET
22
INCENTIVE OPPORTUNITY THAT WOULD BE REQUIRED BY THIS AGREEMENT OR THE ACTUAL
ANNUAL INCENTIVE EARNED FOR THE YEAR IMMEDIATELY PRECEDING THE YEAR IN WHICH THE
CHANGE IN CONTROL OCCURRED), OR (C) $2,000,000; AND
(VIII)
FOR A PERIOD OF THREE YEARS AFTER SUCH TERMINATION (BUT NOT AFTER
EXECUTIVE ATTAINS AGE 65), EXECUTIVE SHALL CONTINUE TO PARTICIPATE IN THOSE
EMPLOYEE AND EXECUTIVE BENEFIT PLANS AND PROGRAMS UNDER SECTION 5(B) TO THE
EXTENT SUCH PLANS AND PROGRAMS PROVIDE MEDICAL INSURANCE, DISABILITY INSURANCE
AND LIFE INSURANCE BENEFITS (BUT NOT OTHER BENEFITS, SUCH AS PENSION AND
RETIREMENT BENEFITS, PROVIDED UNDER SECTION 5(B)) IN WHICH EXECUTIVE WAS
PARTICIPATING IMMEDIATELY PRIOR TO TERMINATION, THE TERMS OF WHICH ALLOW
EXECUTIVE'S CONTINUED PARTICIPATION, AS IF EXECUTIVE HAD CONTINUED IN EMPLOYMENT
WITH THE COMPANY DURING SUCH PERIOD, AND ON TERMS NO LESS FAVORABLE THAN THE
TERMS APPLICABLE