DATE, BUT
SUBJECT TO ACCELERATION AS SET FORTH HEREIN OR IN EXHIBIT B HERETO.
(G)
EXTENSION PERIOD COMPENSATION.
DURING THE EXTENSION PERIOD, IF ANY, IN
LIEU OF THE COMPENSATION SET FORTH IN SECTIONS 3(A)-(F) ABOVE FOR SUCH PERIOD,
THE EMPLOYER SHALL PAY EXECUTIVE A SALARY ("EXTENSION PERIOD SALARY") DURING
SUCH PERIOD IN CASH, AT A PER ANNUM RATE EQUAL TO THE SUM OF THE FOLLOWING: (I)
EXECUTIVE'S BASE SALARY DURING THE PRIOR FISCAL YEAR; (II) ANY ANNUAL CASH BONUS
EARNED BY EXECUTIVE FOR THE PRIOR FISCAL YEAR; (III) THE VALUE OF ANY REQUIRED
CONTRIBUTIONS, NOTIONAL OR OTHERWISE, MADE BY THE EMPLOYER DURING THE PRIOR
FISCAL YEAR TO A DEFERRED COMPENSATION PLAN ON BEHALF OF EXECUTIVE, INCLUDING
THOSE MADE PURSUANT TO SECTION 3(F) ABOVE; AND (IV) THE VALUE OF THAT PORTION OF
EXECUTIVE'S EQUITY AWARDS GRANTED ON OR AFTER THE DATE HEREOF WHICH VESTED
DURING THE PERIOD FROM JANUARY 18TH OF THE PRIOR FISCAL YEAR THROUGH JANUARY
17TH OF THE YEAR IN WHICH THE EXTENSION PERIOD COMMENCES.
THE VALUE OF THE
EQUITY AWARDS IN THE FOREGOING CLAUSE (IV) SHALL BE EQUAL TO (A) FOR ALL EQUITY
AWARDS THAT DELIVER THE FULL VALUE OF THE UNDERLYING SECURITIES, THE FAIR MARKET
VALUE OF SUCH SECURITIES AS OF THE VESTING DATE; (B) FOR EACH AWARD OF STOCK
OPTIONS, THAT PERCENTAGE OF THE GRANT DATE FAIR VALUE OF SUCH AWARD WHICH IS
EQUAL TO THE PERCENTAGE OF THE AWARD THAT BECAME SO VESTED; AND (C) FOR ALL
OTHER EQUITY AWARDS, THE FAIR MARKET VALUE OF SUCH AWARDS ON THE VESTING DATE AS
DETERMINED BY THE COMPENSATION COMMITTEE OF THE BOARD.
FOR PURPOSES OF THE
FOREGOING, "FAIR MARKET VALUE" OF A SECURITY ON A PARTICULAR DATE MEANS (I) IF
THE SECURITIES ARE THEN LISTED ON A NATIONAL SECURITIES EXCHANGE, THE CLOSING
SALES PRICE OF SUCH SECURITY ON THE PRINCIPAL NATIONAL SECURITIES EXCHANGE ON
WHICH SUCH SECURITIES ARE LISTED ON SUCH DATE (OR, IF SUCH DATE IS NOT A TRADING
DAY, ON THE LAST TRADING DAY PRECEDING SUCH DATE ), (II) IF THE SECURITIES ARE
NOT THEN LISTED ON A NATIONAL SECURITIES EXCHANGE BUT ARE THEN TRADED ON AN
OVER-THE-COUNTER MARKET, THE AVERAGE OF THE CLOSING BID AND ASKED PRICES FOR
SUCH SECURITIES
3
IN SUCH OVER-THE-COUNTER MARKET FOR SUCH DATE (OR, IF THERE WERE NO SALES ON
SUCH DATE IN SUCH MARKET, ON THE LAST PRECEDING DATE ON WHICH THERE WAS A SALE
OF SUCH SHARES IN SUCH MARKET, AS DETERMINED BY THE COMPENSATION COMMITTEE OF
THE BOARD), OR (III) IF THE SECURITIES ARE NOT THEN LISTED ON A NATIONAL
SECURITIES EXCHANGE OR TRADED ON AN OVER-THE-COUNTER MARKET, SUCH VALUE AS THE
COMPENSATION COMMITTEE OF THE BOARD IN ITS DISCRETION MAY IN GOOD FAITH
DETERMINE; PROVIDED THAT, WHERE THE SECURITIES ARE SO LISTED OR TRADED, THE
COMPENSATION COMMITTEE OF THE BOARD MAY MAKE SUCH DISCRETIONARY DETERMINATIONS
WHERE THE SHARES HAVE NOT BEEN TRADED FOR 10 TRADING DAYS.
EXTENSION PERIOD
SALARY SHALL BE PAYABLE BI-WEEKLY IN ACCORDANCE WITH THE EMPLOYER'S NORMAL
BUSINESS PRACTICES, EXCEPT THAT IF