OF THE EXECUTIVE FOR DEFINED BENEFIT PENSION/RETIREE
BENEFITS, IF ANY,
TO WHICH THE EXECUTIVE IS ENTITLED, THE EXECUTIVE SHALL BE
CONSIDERED TO HAVE REMAINED EMPLOYED BY THE COMPANY THROUGH THE SEVERANCE
PERIOD.
FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT BE DEEMED TO
INCLUDE A 401(K) PLAN OR SIMILAR BENEFIT.
(F)
THE COMPANY SHALL PROVIDE OUTPLACEMENT SERVICES THROUGH ONE OR
MORE OUTSIDE FIRMS OF THE EXECUTIVE'S CHOOSING AND REASONABLY ACCEPTABLE TO THE
COMPANY UP TO AN AGGREGATE OF $45,000, WITH SUCH SERVICES TO EXTEND UNTIL THE
EARLIER OF (I) 12 MONTHS FOLLOWING THE TERMINATION OF EXECUTIVE'S EMPLOYMENT OR
(II) THE DATE THE EXECUTIVE SECURES FULL TIME EMPLOYMENT.
4.2
TERMINATION RELATED TO A CHANGE IN CONTROL.
SUBJECT TO
SECTION 4.5, IF A CHANGE IN CONTROL DATE OCCURS AND THE EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY TERMINATES WITHIN 12 MONTHS FOLLOWING THE CHANGE IN CONTROL
DATE, THE FOLLOWING PROVISIONS SHALL APPLY:
(A)
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
IF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED BY THE COMPANY (OTHER THAN FOR CAUSE,
DISABILITY OR DEATH) OR BY THE EXECUTIVE FOR GOOD REASON WITHIN 12 MONTHS
FOLLOWING THE CHANGE IN CONTROL DATE, THEN, PROVIDED THAT EXECUTIVE HAS
DELIVERED TO THE COMPANY (AND THE APPLICABLE REVOCATION PERIOD HAS EXPIRED WITH
RESPECT TO) THE RELEASE WITHIN 60 DAYS OF THE DATE OF TERMINATION, THE EXECUTIVE
SHALL BE ENTITLED TO THE FOLLOWING PAYMENTS AND BENEFITS PAID ON THE SAME TIMING
DESCRIBED IN SECTION 4.1:
(I)
THE COMPANY SHALL PAY TO THE EXECUTIVE IN A LUMP SUM, IN CASH,
THE AGGREGATE OF THE FOLLOWING AMOUNTS:
(A)
THE SUM OF (1) THE EXECUTIVE'S BASE SALARY THROUGH THE DATE OF
TERMINATION, AND (2) THE AMOUNT OF ANY COMPENSATION PREVIOUSLY DEFERRED BY THE
7
EXECUTIVE (TOGETHER WITH ANY ACCRUED INTEREST OR EARNINGS THEREON) AND ANY
ACCRUED VACATION PAY, IN EACH CASE TO THE EXTENT NOT PREVIOUSLY PAID;
(B)
THE SUM OF (1) ONE MULTIPLIED BY THE EXECUTIVE'S ANNUAL BASE
SALARY, AND (2) THE HIGHER OF THE EXECUTIVE'S TARGET BONUS FOR THE THEN-PRIOR
FISCAL YEAR OR THE EXECUTIVE'S TARGET BONUS FOR THE THEN-CURRENT FISCAL YEAR;
PROVIDED, HOWEVER, THAT IF THE DATE OF TERMINATION IS PRIOR TO THE CLOSING OF
THE CHANGE IN CONTROL, THEN THE AMOUNT SET FORTH IN THIS
SECTION 4.2(A)(I)(B)(1) SHALL BE PAID ON THE SAME SCHEDULE AS SET FORTH IN
SECTION 4.1(A) AND THE AMOUNT SET FORTH IN SECTION 4.2(A)(I)(B)(2) SHALL BE PAID
ON THE SAME SCHEDULE AS THE AMOUNT SET FORTH IN SECTION 4.1(C)(I); AND
(C)
IN LIEU OF ANY FURTHER BENEFITS UNDER OTHER PLANS, AN AMOUNT EQUAL
TO THE COST TO THE EXECUTIVE OF PROVIDING SUCH BENEFITS, TO THE EXTENT THAT THE
EXECUTIVE IS ELIGIBLE TO RECEIVE SUCH BENEFITS IMMEDIATELY PRIOR TO THE NOTICE
OF TERMINATION, FOR THE SEVERANCE PERIOD.
(II)
FOR THE SEVERANCE PERIOD, OR SUCH LONGER PERIOD AS MAY BE
PROVIDED BY THE TERMS OF THE APPROPRIATE PLAN, PROGRAM, PRACTICE OR POLICY, THE
COMPANY SHALL CONTINUE TO PAY OR PROVIDE BENEFITS TO THE EXECUTIVE AND THE
EXECUTIVE'S FAMILY AT LEAST