THE TERMINATION
DATE, IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S GENERAL PAYROLL
PRACTICES FOR SALARIED EMPLOYEES; (B) THE BONUS, IF ANY, TO WHICH EMPLOYEE WOULD
HAVE BEEN ENTITLED UNDER SECTION 2.2 HEREOF AT THE END OF THE YEAR DURING WHICH
THE TERMINATION WITHOUT CAUSE OCCURS HAD SUCH TERMINATION NOT OCCURRED, WHICH
BONUS SHALL BE (1) PRORATED BASED ON THE AMOUNT OF TIME THAT EMPLOYEE WAS
EMPLOYED BY THE COMPANY DURING THE YEAR (NOT INCLUDING THE SEVERANCE PERIOD) FOR
WHICH SUCH BONUS IS BEING CALCULATED, AND (2) DETERMINED AND PAID TO EMPLOYEE
CONTEMPORANEOUSLY WITH THE DETERMINATION AND PAYMENT OF BONUSES FOR COMPARABLE
EMPLOYEES OF THE COMPANY DURING THE CALENDAR YEAR NEXT FOLLOWING THE YEAR IN
WHICH THE TERMINATION DATE OCCURS; AND (C) CONTINUATION OF THE WELFARE BENEFITS
DESCRIBED IN SECTION 2.3(A) FOR THE SEVERANCE PERIOD, TO THE EXTENT PERMISSIBLE
UNDER THE TERMS OF THE RELEVANT BENEFIT PLANS.
THE BONUS DESCRIBED IN SUBCLAUSE
(B) ABOVE SHALL NOT BE THE "TARGET BONUS" (AS DEFINED IN SECTION 3.4(B)), BUT
RATHER THE BONUS THAT WOULD HAVE BEEN PAYABLE PURSUANT TO SECTION 2.2 HEREOF, AS
MODIFIED BY THIS SECTION 3.3(B).
EMPLOYEE'S RIGHT TO RECEIVE SEVERANCE PAY
HEREUNDER IS CONDITIONED UPON: (X) EMPLOYEE EXECUTING AND DELIVERING TO THE
COMPANY, BEFORE ANY PAYMENT IS DUE OR SCHEDULED TO BEGIN, A WRITTEN SEPARATION
AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS, IN FORM AND SUBSTANCE ACCEPTABLE TO
THE COMPANY, WHICH SHALL AMONG OTHER THINGS, CONTAIN A GENERAL RELEASE BY
EMPLOYEE OF ALL CLAIMS ARISING OUT OF HIS EMPLOYMENT AND TERMINATION OF
EMPLOYMENT BY THE COMPANY (A "RELEASE AGREEMENT"); AND (Y) EMPLOYEE'S COMPLIANCE
WITH ALL OF HIS OBLIGATIONS WHICH SURVIVE TERMINATION OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION THOSE DESCRIBED IN ARTICLE IV BELOW.
THE SEVERANCE
PAY IS INTENDED TO BE IN LIEU OF ALL OTHER PAYMENTS TO WHICH EMPLOYEE MIGHT
OTHERWISE BE ENTITLED IN RESPECT OF HIS TERMINATION WITHOUT CAUSE.
THE COMPANY
SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER OR OTHERWISE WITH RESPECT TO
EMPLOYEE'S EMPLOYMENT FROM AND AFTER THE DATE OF TERMINATION OF EMPLOYMENT WITH
THE COMPANY FOR ANY REASON (THE "TERMINATION DATE"), AND THE COMPANY SHALL
CONTINUE TO HAVE ALL OTHER RIGHTS AVAILABLE HEREUNDER (INCLUDING WITHOUT
LIMITATION, ALL RIGHTS HEREUNDER (INCLUDING WITHOUT LIMITATION, ALL RIGHTS UNDER
ARTICLE IV HEREOF) AT LAW OR IN EQUITY.
FOR PURPOSES OF THIS
SECTION 3.3(B) ONLY, THE SEVERANCE PERIOD SHALL INCREASE BASED ON ADDITIONAL
YEARS OF SERVICE BY EMPLOYEE AS FOLLOWS:
BEGINNING MARCH 19, 2009 AND EACH
ANNIVERSARY THEREAFTER FOR SO LONG AS EMPLOYEE CONTINUES TO BE EMPLOYED BY THE
COMPANY, THE SEVERANCE PERIOD SHALL BE INCREASED BY ONE (1) MONTH EVERY
MARCH 19TH (E.G. ON MARCH 19, 2009, THE SEVERANCE PERIOD SHALL BE INCREASED TO
ELEVEN (11) MONTHS; AND ON MARCH 19, 2010, THE SEVERANCE PERIOD SHALL BE
INCREASED TO TWELVE (12) MONTHS), PROVIDED THAT IN NO EVENT SHALL THE SEVERANCE
PERIOD PAYABLE UNDER THIS SECTION 3.3(B) BE GREATER THAN TWELVE (12) MONTHS.
3.4.
COMPENSATION AFTER TERMINATION FOLLOWING A CHANGE IN CONTROL.
(A)
IF THE EMPLOYMENT PERIOD IS TERMINATED FOLLOWING A CHANGE IN