IN CONTROL OF THE COMPANY WITHIN THE MEANING OF FEDERAL SECURITIES
LAW.
(B)
IF, WITHIN SIXTY (60) DAYS AFTER A CHANGE OF
CONTROL, EMPLOYEE VOLUNTARILY TERMINATES HIS EMPLOYMENT WITH THE EMPLOYER, OR IF
WITHIN TWO (2) YEARS AFTER A CHANGE OF CONTROL EMPLOYER TERMINATES EMPLOYEE'S
EMPLOYMENT (WHETHER FOR CAUSE OR WITHOUT CAUSE), THEN EMPLOYER SHALL PAY
EMPLOYEE (INSTEAD OF THE AMOUNT SPECIFIED IN SECTION 4(C) BUT TOGETHER WITH THE
AMOUNT SPECIFIED IN SECTION 7(D)) AN AMOUNT EQUAL TO TWO (2) TIMES EMPLOYEE'S
AVERAGE ANNUAL COMPENSATION (AS DEFINED BELOW), TO BE PAID IN A SINGLE PAYMENT
AT THE TIME OF TERMINATION. IN CONSIDERATION OF SUCH PAYMENT AND HIS EMPLOYMENT
HEREUNDER THROUGH THE DATE OF SUCH TERMINATION, EMPLOYEE AGREES TO REMAIN BOUND
BY THE PROVISIONS OF THIS AGREEMENT WHICH SPECIFICALLY RELATE TO PERIODS,
ACTIVITIES OR OBLIGATIONS UPON OR SUBSEQUENT TO THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT.
(C)
UPON A CHANGE OF CONTROL, (I) THE
RESTRICTIONS ON ANY AND ALL OUTSTANDING INCENTIVE AWARDS GRANTED TO EMPLOYEE
(INCLUDING, WITHOUT LIMITATION, RESTRICTED STOCK AND GRANTED PERFORMANCE SHARES
OR UNITS) UNDER ANY INCENTIVE PLAN OR ARRANGEMENT SHALL LAPSE AND SUCH INCENTIVE
AWARD SHALL BECOME 100% VESTED, AND (II) ANY AND ALL STOCK OPTIONS AND STOCK
APPRECIATION RIGHTS ISSUED TO EMPLOYEE SHALL BECOME IMMEDIATELY EXERCISABLE AND
SHALL BECOME 100% VESTED.
(D)
IF, WITHIN SIXTY (60) DAYS AFTER A CHANGE OF
CONTROL, EITHER EMPLOYEE VOLUNTARILY TERMINATES HIS EMPLOYMENT WITH EMPLOYER OR
EMPLOYER TERMINATES EMPLOYEE'S EMPLOYMENT OTHER THAN FOR CAUSE, THEN EMPLOYER
SHALL PAY TO EMPLOYEE AN OUTPLACEMENT ASSISTANCE BENEFIT FOR THE PURPOSE OF
ASSISTING EMPLOYEE WITH COUNSELING, TRAVEL AND OTHER EXPENSES RELATED TO FINDING
NEW EMPLOYMENT.
SUCH AMOUNT SHALL BE PAID IN CASH IN THE AMOUNT SPECIFIED ON
SCHEDULE A ATTACHED HERETO.
4
(E)
FOR PURPOSES OF THIS SECTION, "AVERAGE
ANNUAL COMPENSATION" SHALL MEAN EMPLOYEE'S ANNUAL BASE COMPENSATION PAYABLE TO
EMPLOYEE UNDER SCHEDULE A IN ACCORDANCE WITH THE PAYMENT SCHEDULE SET FORTH ON
SCHEDULE A, TOGETHER WITH HIS AVERAGE BONUS.
"AVERAGE BONUS" SHALL MEAN THE
AVERAGE OF THE BONUSES PAID TO EMPLOYEE OVER THE LAST TWO YEARS (OR SUCH LESSER
NUMBER OF YEARS IN WHICH EMPLOYEE WAS ELIGIBLE TO RECEIVE A BONUS) IN WHICH
EMPLOYEE WAS ELIGIBLE TO RECEIVE A BONUS.
IF THE TERMINATION OCCURS BEFORE
EMPLOYEE BECOMES ELIGIBLE TO RECEIVE A BONUS, THEN "AVERAGE BONUS" SHALL BE
DEEMED TO BE A PRO RATA PORTION OF THE AVERAGE BONUS PAID TO THE COMPANY'S CEO
OVER THE LAST TWO (2) YEARS IN WHICH HE WAS ELIGIBLE TO RECEIVE A BONUS, SUCH
PRORATION TO BE BASED ON THE DIFFERENCES IN THEIR RESPECTIVE BASE COMPENSATION.
(F)
IN THE EVENT THAT EMPLOYEE BECOMES
ENTITLED TO SEVERANCE BENEFITS OR ANY OTHER BENEFITS OR PAYMENTS IN CONNECTION
WITH THIS AGREEMENT, WHETHER PURSUANT TO THE TERMS OF THIS AGREEMENT OR
OTHERWISE (COLLECTIVELY, THE "TOTAL BENEFITS") AND (II) ANY OF THE TOTAL
BENEFITS WILL BE SUBJECT TO THE EXCISE TAX IMPOSED PURSUANT TO SECTION 4999 OF
THE INTERNAL REVENUE CODE ("EXCISE TAX'), WHICH TAX MAY BE IMPOSED IF THE
PAYMENTS MADE TO EMPLOYEE ARE DEEMED TO