AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
FOR PURPOSES OF
THIS PARAGRAPH 4(B) ONLY, EXECUTIVE'S SHORT-TERM INCENTIVE PLAN BONUS FOR EACH
YEAR FOLLOWING THE YEAR IN WHICH HIS EMPLOYMENT WAS TERMINATED SHALL BE THE SAME
AS THE TARGET BONUS OPPORTUNITY IN THE YEAR OF THE TERMINATION, OR IF NOT YET
ESTABLISHED FOR SUCH YEAR, FOR THE IMMEDIATELY PRECEDING YEAR.
THE BASE SALARY
PAYABLE PURSUANT TO THIS PARAGRAPH 4(B) SHALL, SUBJECT TO SECTION 4(H), BE
PAYABLE IN REGULAR MONTHLY INSTALLMENTS.
THE AMOUNTS PAYABLE PURSUANT TO THIS
PARAGRAPH 4(B) SHALL NOT BE REDUCED BY THE AMOUNT OF ANY COMPENSATION EXECUTIVE
RECEIVES WITH RESPECT TO ANY OTHER EMPLOYMENT DURING THE SEVERANCE PERIOD.
EXECUTIVE SHALL HAVE NO DUTY OR OBLIGATION TO SEEK OTHER EMPLOYMENT DURING THE
SEVERANCE PERIOD OR OTHERWISE MITIGATE DAMAGES HEREUNDER.
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN CONNECTION WITH ANY
4
TERMINATION OF EMPLOYMENT OF EXECUTIVE, TO THE EXTENT THAT EXECUTIVE BECOMES
ENTITLED TO SEVERANCE BENEFITS UNDER THE EXISTING CIC AGREEMENT (OR ANY
REPLACEMENT AGREEMENT OR ARRANGEMENT), EXECUTIVE SHALL BE ENTITLED TO RECEIVE
THE GREATER OF (BUT NOT BOTH OF) THE SEVERANCE BENEFITS PAYABLE HEREUNDER AND
THE SEVERANCE BENEFITS PAYABLE UNDER THE CIC AGREEMENT.
(C)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY
THE COMPANY FOR CAUSE OR THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO CLAUSE
(A)(I) ABOVE (OTHER THAN TERMINATION BY EXECUTIVE WITH GOOD REASON) OR THIS
AGREEMENT EXPIRES AND IS NOT RENEWED HEREUNDER, EXECUTIVE SHALL ONLY BE ENTITLED
TO RECEIVE HIS BASE SALARY THROUGH THE DATE OF TERMINATION OR EXPIRATION AND
SHALL NOT BE ENTITLED TO ANY OTHER SALARY, COMPENSATION OR BENEFITS FROM THE
COMPANY OR ITS SUBSIDIARIES THEREAFTER PURSUANT TO ANY OTHER AGREEMENT WITH THE
COMPANY OR ANY THEN-EXISTING COMPANY POLICY OR PLAN, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED FOR UNDER THE COMPANY'S EMPLOYEE BENEFIT PLANS OR AS
OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
IN ADDITION, NOTWITHSTANDING
ANY PROVISION IN ANY OUTSTANDING STOCK OPTION GRANTS TO THE CONTRARY, IN THE
EVENT EXECUTIVE TERMINATES THIS AGREEMENT WITHOUT GOOD REASON, ANY SUCH STOCK
OPTIONS MUST BE EXERCISED ON OR PRIOR TO THE 91ST DAY FOLLOWING SUCH
TERMINATION, OR THEY WILL EXPIRE AND NO LONGER BE OUTSTANDING OR SUBJECT TO
EXERCISE.
(D)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL OF EXECUTIVE'S RIGHTS TO SALARY, BONUSES, EMPLOYEE BENEFITS AND
OTHER COMPENSATION HEREUNDER WHICH WOULD HAVE ACCRUED OR BECOME PAYABLE AFTER
THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT PERIOD SHALL CEASE UPON SUCH
TERMINATION OR EXPIRATION, OTHER THAN THOSE EXPRESSLY REQUIRED UNDER APPLICABLE
LAW (SUCH AS COBRA).
THE COMPANY MAY OFFSET ANY AMOUNTS EXECUTIVE OWES IT OR
ITS SUBSIDIARIES AGAINST ANY AMOUNTS IT OR ITS SUBSIDIARIES OWES EXECUTIVE
HEREUNDER UNLESS SUCH OFFSET WOULD OTHERWISE RESULT IN ADVERSE TAX CONSEQUENCES
UNDER CODE SECTION 409A (AS DEFINED BELOW).
(E)
FOR PURPOSES OF THIS AGREEMENT, A
TERMINATION FOR CAUSE SHALL MEAN (I) A TERMINATION AS A RESULT OF THE WILLFUL
AND CONTINUED FAILURE BY EXECUTIVE FOR A SIGNIFICANT PERIOD OF TIME
SUBSTANTIALLY TO PERFORM HIS DUTIES WITH THE COMPANY (OTHER THAN ANY SUCH