SENIOR VICE PRESIDENT WITH SUBSTANTIALLY THE SAME DUTIES, RESPONSIBILITY AND
AUTHORITY AND WITH RESPECT TO THE SAME BUSINESS UNIT AS THE EXECUTIVE SERVED
DURING THE 120 DAY PERIOD PRIOR TO THE CHANGE OF CONTROL.
(II)
DURING THE PROTECTED PERIOD, THE EXECUTIVE WILL DEVOTE THE
EXECUTIVE'S FULL BUSINESS TIME AND BEST EFFORTS TO THE PERFORMANCE OF THE
EXECUTIVE'S DUTIES HEREUNDER AND WILL NOT ENGAGE IN ANY OTHER BUSINESS,
PROFESSION OR OCCUPATION FOR COMPENSATION OR OTHERWISE WHICH WOULD CONFLICT OR
INTERFERE, IN ANY SIGNIFICANT RESPECT, WITH RENDERING SUCH SERVICES EITHER
DIRECTLY OR INDIRECTLY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE EXECUTIVE VICE
PRESIDENT TO WHICH THE EXECUTIVE REPORTS OR, IF NONE, THE CHIEF EXECUTIVE
OFFICER ("SUPERVISING OFFICER"). NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE
MAY (X) WITHOUT THE PRIOR APPROVAL OF THE SUPERVISING OFFICER, MAKE AND MANAGE
PERSONAL BUSINESS INVESTMENTS OF THE EXECUTIVE'S CHOICE AND (Y) SERVE IN ANY
CAPACITY WITH ANY CIVIC, EDUCATIONAL OR CHARITABLE ORGANIZATION OR ANY
GOVERNMENTAL ENTITY OR TRADE ASSOCIATION; PROVIDED THAT IN EACH CASE, AND IN THE
AGGREGATE, SUCH ACTIVITIES ARE IN ACCORDANCE WITH THE COMPANY'S CODE OF ETHICS
AND RELATED POLICIES AND DO NOT CONFLICT OR INTERFERE, IN ANY SIGNIFICANT
RESPECT, WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER OR CONFLICT WITH
SECTIONS 7 OR 8.
(B)
BASE SALARY.
DURING THE PROTECTED PERIOD, THE COMPANY SHALL PAY
THE EXECUTIVE A BASE SALARY AT THE HIGHEST ANNUAL RATE IN EFFECT DURING THE 120
DAYS PRIOR TO THE CHANGE OF CONTROL ("BASE SALARY"), PAYABLE IN REGULAR
INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S USUAL PAYMENT PRACTICES (BUT NOT
LESS OFTEN THAN MONTHLY).
DURING THE PROTECTED PERIOD, THE EXECUTIVE'S BASE
SALARY MAY BE INCREASED BUT SHALL NOT BE DECREASED.
(C)
ANNUAL BONUS.
DURING THE PROTECTED PERIOD, THE EXECUTIVE SHALL BE
ELIGIBLE TO EARN AN ANNUAL BONUS AT A TARGET RATE NO LESS THAN THE TARGET RATE
IN EFFECT FOR THE EXECUTIVE IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL ("ANNUAL
BONUS").
THE ANNUAL BONUS MAY BE CONDITIONED UPON THE ACHIEVEMENT OF
PERFORMANCE TARGETS REASONABLY ESTABLISHED BY THE COMPANY.
(D)
BENEFITS.
DURING THE PROTECTED PERIOD, THE EXECUTIVE AND THE
EXECUTIVE'S ELIGIBLE DEPENDENTS SHALL BE ENTITLED TO PARTICIPATE IN THE WELFARE
BENEFIT PLANS, PRACTICES, POLICIES AND PROGRAMS PROVIDED BY THE COMPANY OR THE
AFFILIATED EMPLOYER (INCLUDING, WITHOUT LIMITATION, MEDICAL, PRESCRIPTION DRUG,
DENTAL, VISION, DISABILITY AND LIFE INSURANCE BENEFITS) ON THE SAME BASIS AS
THOSE BENEFITS WERE GENERALLY MADE AVAILABLE DURING THE 120 DAY PERIOD PRECEDING
THE CHANGE OF CONTROL TO OTHER SIMILARLY SITUATED EXECUTIVES OF THE COMPANY,
COMMENSURATE WITH THE EXECUTIVE'S POSITION WITH THE COMPANY.
2
(E)
EFFECT OF A CHANGE OF CONTROL ON EQUITY AWARDS.
(I)
ACCELERATED VESTING.
UPON THE OCCURRENCE OF A CHANGE OF
CONTROL, (A) ALL OF THE EXECUTIVE'S OUTSTANDING STOCK OPTIONS AND ANY OTHER
EQUITY AWARDS IN THE NATURE OF APPRECIATION RIGHTS (COLLECTIVELY, "APPRECIATION
RIGHTS"), SHALL BECOME FULLY VESTED AND EXERCISABLE AS OF THE DATE OF THE CHANGE
OF CONTROL AND, UNLESS SETTLED IN ACCORDANCE WITH SECTION 2(E)(II) BELOW, SHALL
REMAIN EXERCISABLE UNTIL THE LATER OF THE 15TH DAY OF THE