FISCAL YEARS (RATHER THAN THE
AVERAGE AMOUNT). THE TOTAL AMOUNT SET FORTH IN THE PRECEDING SENTENCE SHALL BE
PAID TO THE EXECUTIVE IN THREE EQUAL INSTALLMENTS, WITH THE FIRST PAYMENT
OCCURRING ONE MONTH AFTER THE DATE OF TERMINATION, THE SECOND PAYMENT OCCURRING
SIX (6) MONTHS AFTER THE DATE OF TERMINATION, AND THE THIRD PAYMENT OCCURRING
ONE YEAR AFTER THE DATE OF TERMINATION.
(III)
FOR A PERIOD OF TWENTY-FOUR (24) MONTHS AFTER THE DATE OF
TERMINATION, THE CORPORATION SHALL CONTINUE TO PROVIDE BENEFITS TO THE EXECUTIVE
AND/OR THE EXECUTIVE'S FAMILY AT LEAST EQUAL TO THOSE WHICH WOULD HAVE BEEN
PROVIDED TO THEM IN ACCORDANCE WITH THE PLANS, PROGRAMS AND ARRANGEMENTS
REFERRED TO IN SECTION 6(A) OF THIS AGREEMENT; PROVIDED, HOWEVER,
NOTWITHSTANDING THE FOREGOING, IF THE DISCHARGE OR RESIGNATION OCCURS WITHIN TWO
(2) YEARS FOLLOWING THE DATE OF A CHANGE OF CONTROL OR A POTENTIAL CHANGE OF
CONTROL, THEN THE APPLICABLE TIME PERIOD SHALL BE THIRTY (30) MONTHS; PROVIDED,
HOWEVER, ANY BENEFITS (SUCH AS ONGOING CONTRIBUTIONS AND PARTICIPATION IN A
401(K) PLAN) WHICH MAY NOT BE PROVIDED PURSUANT TO APPLICABLE LAW OR REGULATIONS
SHALL NOT BE PROVIDED DURING THE FOREGOING PERIOD; PROVIDED, FURTHER, THE
CORPORATION AGREES TO REASONABLY NEGOTIATE WITH EXECUTIVE IF EXECUTIVE REQUESTS
THAT ANY OF THE FOREGOING BENEFITS BE PROVIDED IN THE FORM OF PENSION OR
DEFERRED COMPENSATION.
(IV)
ALL LONG-TERM INCENTIVE COMPENSATION AWARDS TO THE EXECUTIVE,
INCLUDING (BUT NOT BY WAY OF LIMITATION) ALL EQUITY-BASED INCENTIVE COMPENSATION
AWARDS (SUCH AS (A) OPTIONS TO PURCHASE STOCK OF PARENT, (B) RESTRICTED STOCK OF
PARENT, OR (C) SIMILAR EQUITY-BASED UNITS OR INTERESTS) SHALL, IF NOT OTHERWISE
VESTED, VEST IN FULL UPON SUCH TERMINATION OF THIS AGREEMENT.
As a condition to receiving the benefits and payments in this Section 9(b), the
Executive shall be required to execute a release of any claims and potential
claims against he Corporation and its affiliates and directors that the
Executive might have related to his employment. In addition, in connection with
any such release, Executive and the Corporation shall enter into reasonable
mutual non-disparagement covenants.
10.
CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION. THE CORPORATION
AGREES THAT:
(A)
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN THE
EVENT IT SHALL BE DETERMINED THAT ANY PAYMENT OR DISTRIBUTION BY THE
CORPORATION, CPI OR PARENT TO OR FOR THE BENEFIT OF THE EXECUTIVE (WHETHER PAID
OR PAYABLE OR DISTRIBUTED OR DISTRIBUTABLE PURSUANT TO THE TERMS OF THIS
AGREEMENT OR OTHERWISE, BUT DETERMINED WITHOUT REGARD TO ANY ADDITIONAL PAYMENTS
REQUIRED UNDER THIS SECTION 10) (A "PAYMENT") WOULD BE SUBJECT TO THE EXCISE TAX
IMPOSED BY SECTION 4999 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE
"CODE") OR IF ANY INTEREST OR PENALTIES ARE INCURRED BY THE EXECUTIVE WITH
RESPECT TO SUCH EXCISE TAX (SUCH EXCISE TAX, TOGETHER WITH ANY SUCH INTEREST AND
PENALTIES,
9
BEING HEREINAFTER COLLECTIVELY REFERRED TO AS THE "EXCISE TAX"), THEN THE
EXECUTIVE SHALL BE ENTITLED TO RECEIVE AN ADDITIONAL PAYMENT (A "GROSS-UP
PAYMENT") IN AN AMOUNT SUCH THAT, AFTER PAYMENT BY THE EXECUTIVE