NO SUCH TERMINATION OR REDUCTION OF
PARTICIPANT STATUS SHALL BE GIVEN EFFECT UNTIL THE LATER OF (I) TWENTY-FOUR (24)
MONTHS AFTER THE MONTH IN WHICH THE CHANGE IN CONTROL OCCURS OR (II) IF A
PARTICIPANT EXPERIENCES A QUALIFYING TERMINATION BEFORE THE END OF SUCH
TWENTY-FOUR (24) MONTH PERIOD, UNTIL ALL OBLIGATIONS OF THE COMPANY UNDER THE
PROGRAM HAVE BEEN FULFILLED AND ALL BENEFITS REQUIRED UNDER THE PROGRAM HAVE
BEEN PAID OR PROVIDED TO THE PARTICIPANT.
4.
Severance Benefits
(A)
RIGHT TO SEVERANCE BENEFITS. SUBJECT TO SECTION 8, A PARTICIPANT
SHALL BE ENTITLED TO RECEIVE FROM THE COMPANY THE SEVERANCE BENEFITS DESCRIBED
IN SECTION 4(D) IF A QUALIFYING TERMINATION OF SUCH PARTICIPANT HAS OCCURRED. A
PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE SEVERANCE BENEFITS IF HE OR SHE IS
TERMINATED FOR CAUSE, OR IF HIS OR HER EMPLOYMENT ENDS DUE TO DEATH OR
DISABILITY OR DUE TO A VOLUNTARY TERMINATION OF EMPLOYMENT WITHOUT GOOD REASON.
AN INDIVIDUAL WHO HAS CEASED TO BE A
7
Participant in the Program in accordance with Section 3(c) shall not be entitled
to any Severance Benefits under the Program in connection with his or her
termination of Employment for any reason, even if such termination of Employment
would have qualified as a Qualifying Termination had the individual been a
Participant at the time of his or her termination of Employment.
No Severance
Benefits shall be payable under the Program to any individual if the Program has
been terminated as to such individual in accordance with Section 14(d) at the
time of such individual's termination of Employment.
(B)
QUALIFYING TERMINATION.
SUBJECT TO SECTION 8, THE OCCURRENCE OF
ANY ONE OR MORE OF THE FOLLOWING EVENTS SHALL TRIGGER THE PAYMENT OF SEVERANCE
BENEFITS TO A PARTICIPANT UNDER THE PROGRAM:
(I)
AN INVOLUNTARY TERMINATION OF A PARTICIPANT'S EMPLOYMENT FOR
REASONS OTHER THAN CAUSE WITHIN SIX (6) MONTHS PRECEDING OR WITHIN TWENTY-FOUR
(24) CALENDAR MONTHS FOLLOWING A CHANGE IN CONTROL OF THE COMPANY; ANY SUCH
INVOLUNTARY TERMINATION SHALL BE PURSUANT TO A NOTICE OF TERMINATION (SPECIFYING
THE EFFECTIVE DATE OF TERMINATION WHICH SHALL BE NOT LESS THAN FIVE (5) DAYS
FROM THE DATE OF THE NOTICE OF TERMINATION) DELIVERED TO SUCH PARTICIPANT BY
THE COMPANY; OR
(II)
A PARTICIPANT'S VOLUNTARY TERMINATION OF EMPLOYMENT FOR GOOD
REASON WITHIN TWENTY-FOUR (24) CALENDAR MONTHS FOLLOWING A CHANGE IN CONTROL OF
THE COMPANY PURSUANT TO A NOTICE OF TERMINATION DELIVERED TO THE COMPANY BY SUCH
PARTICIPANT.
FOR PURPOSES OF THE PROGRAM, A PARTICIPANT'S EMPLOYMENT WILL BE CONSIDERED TO
HAVE TERMINATED UPON (AND ONLY UPON) SUCH PARTICIPANT'S "SEPARATION FROM
SERVICE" FROM THE COMPANY AND ITS 409A AFFILIATES AS DETERMINED UNDER THE
DEFAULT PROVISIONS IN TREASURY REGULATION SECTION 1.409A-1(H).
(C)
DIVESTITURES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
SECTION 4(B), IF THE ENTITY, BUSINESS UNIT OR DIVISION THAT EMPLOYS A
PARTICIPANT IS THE SUBJECT OF A DIVESTITURE, THE PARTICIPANT WILL BE CONSIDERED
TO HAVE EXPERIENCED AN INVOLUNTARY TERMINATION OF EMPLOYMENT AS OF THE DATE SUCH
ENTITY CEASES TO BE A 409A AFFILIATE OR THE ASSETS