A PRO-RATA ANNUAL BONUS FOR THE YEAR
OF TERMINATION, DETERMINED AND PAID IN THE SAME MANNER AND AT THE SAME TIME AS
HIS ANNUAL BONUS WOULD OTHERWISE HAVE BEEN DETERMINED AND PAID FOR THE
APPLICABLE YEAR, BUT FOR THE TERMINATION.
SUCH ANNUAL BONUS WILL BE PRO-RATED
BASED ON THE NUMBER OF FULL AND PARTIAL MONTHS OF THE YEAR TRANSPIRED PRIOR TO
THE DATE OF TERMINATION;
(3)
NOTWITHSTANDING THE TERMS OF ANY PRESENT OR FUTURE AWARD
AGREEMENTS, ALL OUTSTANDING OPTIONS, RESTRICTED STOCK AWARDS AND RESTRICTED
STOCK UNITS THEN HELD BY EMPLOYEE WILL BECOME FULLY VESTED;
(4)
THE COMPANY WILL CONTINUE TO PROVIDE EMPLOYEE THE AUTOMOBILE AND
AUTOMOBILE INSURANCE DESCRIBED BELOW IN PARAGRAPH 6(D)(1) FOR A PERIOD OF ONE
YEAR FOLLOWING THE DATE OF SUCH TERMINATION AND THE SUPPLEMENTAL LONG TERM
DISABILITY INSURANCE PREMIUMS DESCRIBED BELOW IN PARAGRAPH 6(D)(2) FOR A PERIOD
OF THREE YEARS FOLLOWING THE DATE OF SUCH TERMINATION AND TRANSFER TO EMPLOYEE,
BUT NOT PAY FURTHER PREMIUMS ON, ANY KEY MAN TERM LIFE INSURANCE POLICY THEN
HELD ON HIS LIFE;
(5)
EMPLOYEE WILL RECEIVE, IN LIEU OF CONTINUATION COVERAGE UNDER
COBRA, CONTINUED COVERAGE (FOR HIMSELF AND, TO THE EXTENT COVERED IMMEDIATELY
PRIOR TO THE DATE OF HIS TERMINATION, HIS SPOUSE AND ELIGIBLE DEPENDENTS) UNDER
THE COMPANY'S GROUP HEALTH PLAN, AS IN EFFECT FROM TIME TO TIME (OR, AT THE
ELECTION OF THE COMPANY, UNDER A MUTUALLY AGREED UPON AND REASONABLY COMPARABLE
INSURED INDIVIDUAL ARRANGEMENT), UNTIL THE EARLIER OF (I) THE END OF THE THREE
YEAR PERIOD FOLLOWING SUCH TERMINATION, OR (II) EMPLOYEE'S (OR, AS APPLICABLE,
HIS SPOUSE'S OR ELIGIBLE DEPENDENTS') ELIGIBILITY FOR MEDICARE OR COVERAGE UNDER
ANOTHER EMPLOYER'S GROUP HEALTH PLAN (OR, IN THE CASE OF HIS ELIGIBLE
DEPENDANTS, CESSATION OF THEIR STATUS AS ELIGIBLE DEPENDANTS UNDER THE TERMS OF
THE COMPANY'S GROUP HEALTH PLAN); AND
(6)
THE COMPANY WILL PAY FOR FULL OUTPLACEMENT SERVICES FOR EMPLOYEE,
SUCH PAYMENT TO BE MADE TO AN AGENCY SELECTED BY EMPLOYEE, BASED UPON THE
CUSTOMARY FEES CHARGED BY NATIONALLY RATED FIRMS ENGAGED IN SUCH SERVICES.
C.
IF THE COMPANY APPOINTS A NEW CHIEF EXECUTIVE OFFICER (OTHER THAN
DAN W. MATTHIAS OR REBECCA C. MATTHIAS) WITHOUT EMPLOYEE'S CONSENT, EMPLOYEE MAY
RESIGN HIS EMPLOYMENT HEREUNDER WITHIN 90 DAYS OF SUCH APPOINTMENT.
SIMILARLY,
IF THE INDIVIDUAL SERVING AS THE COMPANY'S CHIEF EXECUTIVE OFFICER ON APRIL 1,
2010 IS UNACCEPTABLE TO EMPLOYEE, IN HIS SOLE DISCRETION, EMPLOYEE MAY RESIGN
HIS EMPLOYMENT DURING THE MONTH OF APRIL 2010.
IN THE EVENT OF A RESIGNATION OF
EMPLOYMENT PURSUANT TO THIS PARAGRAPH 2.C: (I) EMPLOYEE WILL BE ENTITLED TO
RECEIVE ALL OF THE PAYMENTS AND/OR BENEFITS DESCRIBED IN 2.B, ABOVE, EXCEPT,
THAT WITH RESPECT TO THE PAYMENT DESCRIBED IN PARAGRAPH 2.B.1(I), THE TERM
"THREE TIMES" WILL BE REPLACED BY THE TERM "ONE AND ONE HALF TIMES," AND WITH
RESPECT TO THE PAYMENTS DESCRIBED IN PARAGRAPHS 2.B.4 AND 2.B.5, THE TERM "THREE
YEARS" WILL BE REPLACED BY THE TERM "EIGHTEEN MONTHS;" AND (II)
2
WITH RESPECT TO THE POST-TERMINATION NON-COMPETE PERIOD DESCRIBED IN PARAGRAPH
9.A, THE TERM "36 MONTHS"