CHAIRMAN OF THE
BOARD BY MARCH 31, 2007; IN EACH CASE PROVIDED THAT, WITHIN 30 DAYS OF ANY SUCH
OCCURRENCE, THE EXECUTIVE SHALL HAVE DELIVERED TO THE BOARD AND THE COMPANY A
NOTICE OF TERMINATION THAT SPECIFICALLY IDENTIFIES SUCH OCCURRENCE AND THE
COMPANY SHALL HAVE FAILED TO CURE SUCH CIRCUMSTANCE WITHIN 10 DAYS OF RECEIPT OF
SUCH NOTICE.
7
(E)
RETIREMENT.
UNLESS OTHERWISE AGREED TO BY THE EXECUTIVE AND THE
COMPANY, THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE AS OF THE FIRST
DAY OF THE MONTH COINCIDENT WITH OR NEXT FOLLOWING THE EXECUTIVE'S 65TH BIRTHDAY
("RETIREMENT").
IN THE EVENT OF SUCH TERMINATION OF EMPLOYMENT, THE EXECUTIVE
SHALL ONLY BE ENTITLED TO THE PAYMENTS AND BENEFITS PROVIDED FOR IN
SECTION 5(F)(I) AND SECTION 5(F)(II).
(F)
PAYMENTS UPON TERMINATIONS.
(I)
ALL TERMINATIONS.
FOLLOWING ANY TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT HEREUNDER (BY THE EXECUTIVE OR BY THE COMPANY), THE COMPANY WILL PAY
THE EXECUTIVE (A) HIS FULL BASE SALARY THROUGH THE DATE OF TERMINATION ONLY AND
(B) EXCEPT IN THE CASE OF A TERMINATION FOR CAUSE, EARNED BUT UNPAID ANNUAL
BONUS FOR THE YEAR PRECEDING THE YEAR IN WHICH THE DATE OF TERMINATION OCCURS
AND ACCRUED BUT UNPAID ANNUAL VACATION.
THE EXECUTIVE SHALL ALSO RETAIN ALL OF
HIS RIGHTS TO BENEFITS PROVIDED FOR UNDER THE TERMS OF THE EMPLOYEE AND
EXECUTIVE BENEFIT PLANS OF THE COMPANY IN WHICH THE EXECUTIVE IS A PARTICIPANT
IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF SUCH PLANS AS IN EFFECT FROM TIME
TO TIME, AS WELL AS THE STOCK INCENTIVE PLAN AND THE MANAGEMENT EQUITY
AGREEMENTS.
THE PAYMENTS AND BENEFITS PROVIDED HEREUNDER SHALL BE IN LIEU OF
ANY PAYMENTS OR BENEFITS TO WHICH THE EXECUTIVE MAY BE ENTITLED UNDER THE TERMS
OF ANY SEVERANCE PLAN OR PROGRAM OF THE COMPANY, IF ANY, AS IN EFFECT ON THE
DATE OF TERMINATION.
(II)
DEATH, DISABILITY OR RETIREMENT.
IN THE CASE OF TERMINATION UPON
THE EXECUTIVE'S DEATH, DISABILITY OR RETIREMENT, THE EXECUTIVE (OR HIS ESTATE OR
BENEFICIARY) SHALL BE ENTITLED TO PROMPT PAYMENT OF THE RETENTION AWARD (TO THE
EXTENT NOT PREVIOUSLY PAID) AND A PAYMENT OF THE ANNUAL BONUS THAT WOULD HAVE
BEEN PAYABLE UNDER THE EXECUTIVE INCENTIVE PLAN FOR THE CALENDAR YEAR THAT
INCLUDES THE DATE OF TERMINATION (AND FOR WHICH ANY SUBJECTIVE PERFORMANCE GOALS
WILL BE DEEMED SATISFIED AT TARGET), EXCEPT THAT SUCH BONUS SHALL BE PRO RATED
BASED ON THE PORTION OF SUCH YEAR THAT INCLUDES THE EMPLOYMENT PERIOD AND SHALL
BE PAYABLE WHEN SUCH BONUSES ARE OTHERWISE PAID TO THE COMPANY'S SENIOR
EXECUTIVES (THE "PRO RATA BONUS").
(III)
WITHOUT CAUSE/FOR GOOD REASON.
IN THE EVENT OF A TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR A TERMINATION BY THE
EXECUTIVE OF HIS EMPLOYMENT FOR GOOD REASON, SUBJECT TO ENTERING INTO A RELEASE
OF CLAIMS IN THE FORM CUSTOMARILY USED BY THE COMPANY FOR SUCH PURPOSE AND
SECTION 5, (A) THE COMPANY WILL PAY TO THE EXECUTIVE IN A SINGLE LUMP SUM AN
AMOUNT EQUAL TO 2.5 TIMES THE SUM OF (1)