THE EXECUTIVE TERMINATES EMPLOYMENT FOR GOOD REASON:
(1)
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 (I) THE EXECUTIVE'S ANNUAL BASE
SALARY THROUGH THE DATE OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID,
(II) THE EXECUTIVE'S BUSINESS EXPENSES THAT ARE REIMBURSABLE PURSUANT TO
SECTION 3(B)(5) BUT HAVE NOT BEEN REIMBURSED BY THE COMPANY AS OF THE DATE OF
TERMINATION; (III) THE EXECUTIVE'S ANNUAL BONUS FOR THE FISCAL YEAR IMMEDIATELY
PRECEDING THE FISCAL YEAR IN WHICH THE DATE OF TERMINATION OCCURS, IF SUCH BONUS
HAS BEEN DETERMINED BUT NOT PAID AS OF THE DATE OF TERMINATION; (IV) ANY ACCRUED
VACATION PAY TO THE EXTENT NOT THERETOFORE PAID (THE SUM OF THE AMOUNTS
DESCRIBED IN SUBCLAUSES (I), (II), (III) AND (IV), THE "ACCRUED OBLIGATIONS")
AND (V) AN AMOUNT EQUAL TO THE PRODUCT OF (X) THE HIGHER OF (I) THE RECENT
ANNUAL BONUS AND (II) THE ANNUAL BONUS PAID OR PAYABLE, INCLUDING ANY BONUS OR
PORTION THEREOF THAT HAS BEEN EARNED BUT DEFERRED (AND ANNUALIZED FOR ANY FISCAL
YEAR CONSISTING OF LESS THAN 12 FULL MONTHS OR DURING WHICH THE EXECUTIVE WAS
EMPLOYED FOR LESS THAN 12 FULL MONTHS), FOR THE MOST RECENTLY COMPLETED FISCAL
YEAR DURING THE EMPLOYMENT PERIOD, IF ANY (SUCH HIGHER AMOUNT, THE "HIGHEST
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"); PROVIDED, THAT NOTWITHSTANDING THE
FOREGOING, IF THE EXECUTIVE HAS MADE AN IRREVOCABLE ELECTION UNDER ANY DEFERRED
COMPENSATION ARRANGEMENT SUBJECT TO SECTION 409A OF THE CODE TO DEFER ANY
PORTION OF THE ANNUAL BONUS DESCRIBED IN CLAUSE (III) ABOVE, THEN SUCH DEFERRAL
ELECTION, AND THE TERMS OF THE APPLICABLE PLAN, AGREEMENT, OR OTHER ARRANGEMENT
SHALL APPLY TO THE SAME PORTION OF THE AMOUNT DESCRIBED IN CLAUSE (III), AND
SUCH PORTION SHALL NOT BE CONSIDERED AS PART OF THE "ACCRUED OBLIGATIONS" BUT
SHALL INSTEAD BE AN "OTHER BENEFIT" (AS DEFINED BELOW); AND
(B)
THE AMOUNT EQUAL TO THE PRODUCT OF (I) THREE
AND (II) THE SUM OF (X) THE EXECUTIVE'S ANNUAL BASE SALARY AND (Y) THE HIGHEST
ANNUAL BONUS; AND
(C)
AN AMOUNT EQUAL TO THE SUM OF THE COMPANY OR
AN AFFILIATED COMPANY'S (AS APPLICABLE) MATCHING CONTRIBUTIONS UNDER THE
COMPANY'S QUALIFIED DEFINED CONTRIBUTION PLANS AND ANY EXCESS OR SUPPLEMENTAL
DEFINED CONTRIBUTION PLANS IN WHICH THE EXECUTIVE PARTICIPATES AT OF THE DATE OF
TERMINATION (OR, IF MORE FAVORABLE TO THE EXECUTIVE, THE PLANS AS IN EFFECT
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE) THAT THE EXECUTIVE WOULD RECEIVE IF THE
EXECUTIVE'S EMPLOYMENT CONTINUED FOR THREE YEARS AFTER THE DATE OF TERMINATION,
ASSUMING FOR THIS PURPOSE THAT (I) THE EXECUTIVE'S BENEFITS UNDER SUCH PLANS ARE
FULLY VESTED, (II) THE EXECUTIVE'S COMPENSATION IN EACH OF THE THREE YEARS IS
THAT REQUIRED BY SECTIONS 3(B)(1) AND 3(B)(2), (III) THE RATE OF ANY SUCH