CONTROL HAD
OCCURRED, UNTIL THE CHANGE IN CONTROL OCCURS OR, IF EARLIER, SUCH TENDER OR
EXCHANGE OFFER, PROXY CONTEST, OR AGREEMENT IS TERMINATED OR ABANDONED.
3.
TERM OF AGREEMENT.
THIS AGREEMENT
SHALL BE EFFECTIVE ON THE DATE HEREOF AND SHALL CONTINUE IN EFFECT UNTIL THE
COMPANY SHALL HAVE GIVEN WRITTEN NOTICE OF CANCELLATION OR AMENDMENT AT LEAST
ONE (1) YEAR IN ADVANCE; PROVIDED, THAT, NOTWITHSTANDING THE DELIVERY OF ANY
SUCH NOTICE, THIS AGREEMENT SHALL CONTINUE IN EFFECT FOR A PERIOD OF TWO (2)
YEARS AFTER A CHANGE IN CONTROL, IF SUCH CHANGE IN CONTROL SHALL HAVE OCCURRED
DURING THE TERM OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS SECTION TO
THE CONTRARY, THIS AGREEMENT SHALL TERMINATE ON THE DATE THAT IS THREE (3)
MONTHS FOLLOWING THE DATE EXECUTIVE OR THE COMPANY TERMINATES EXECUTIVE'S
EMPLOYMENT IF A CHANGE IN CONTROL HAS NOT OCCURRED.
4.
PAYMENTS UPON TERMINATION OF EMPLOYMENT.
(A)
QUALIFYING TERMINATION.
IF DURING THE
TERMINATION PERIOD THE EMPLOYMENT OF EXECUTIVE SHALL TERMINATE PURSUANT TO A
QUALIFYING TERMINATION, THEN THE COMPANY SHALL PROVIDE TO EXECUTIVE, AS
CONSIDERATION FOR THE RELEASE DESCRIBED IN SECTION 4(G) BELOW, THE PAYMENTS AND
BENEFITS SET FORTH IN PARAGRAPHS (B)(I), (B)(II), (C), (D) AND (E) OF THIS
SECTION.
(B)
QUALIFYING TERMINATION - CASH PAYMENTS.
THE
COMPANY SHALL MAKE A LUMP SUM CASH PAYMENT TO EXECUTIVE IN THE EVENT OF A
QUALIFYING TERMINATION DURING THE TERMINATION PERIOD OF THE FOLLOWING:
(I)
WITHIN THREE (3) BUSINESS DAYS FOLLOWING
THE DATE OF TERMINATION, AN AMOUNT EQUAL TO THE SUM OF (A) EXECUTIVE'S BASE
SALARY THROUGH THE DATE OF TERMINATION, (B) ANY BONUS AMOUNTS WHICH HAVE BECOME
PAYABLE, TO THE EXTENT NOT THERETOFORE PAID, AND (C) UNREIMBURSED BUSINESS
EXPENSES INCURRED IN ACCORDANCE WITH COMPANY POLICY AND ANY ACCRUED VACATION
PAY; AND
(II)
WITHIN FIFTEEN (15) DAYS FOLLOWING
EXECUTIVE'S SATISFACTION OF THE CONDITIONS OF SECTION 4(G) BELOW, BUT IN NO
EVENT LATER THAN THE DATE THAT IS TWO AND ONE-HALF (2 1⁄2) MONTHS FOLLOWING THE
END OF THE CALENDAR YEAR IN WHICH THE DATE OF EXECUTIVE'S TERMINATION OF
EMPLOYMENT (OR, IF SUCH TERMINATION OCCURS WITHIN THREE (3) MONTHS PRIOR TO THE
DATE OF A CHANGE IN CONTROL, THE DATE OF THE CHANGE IN CONTROL) OCCURS, THE
COMPANY SHALL MAKE A LUMP SUM CASH PAYMENT TO EXECUTIVE OF THE SUM OF THE
FOLLOWING:
(A)
AN AMOUNT EQUAL TO TWO (2) TIMES THE
EXECUTIVE'S HIGHEST ANNUAL RATE OF BASE SALARY DURING THE 12-MONTH PERIOD
IMMEDIATELY PRIOR TO EXECUTIVE'S DATE OF TERMINATION; PLUS
(B)
AN AMOUNT EQUAL TO EXECUTIVE'S BONUS AMOUNT;
PLUS
(C)
AN AMOUNT EQUAL TO A PRO RATA PORTION OF
EXECUTIVE'S BONUS AMOUNT, DETERMINED BY MULTIPLYING SUCH BONUS AMOUNT BY A
FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR IN
WHICH THE DATE OF TERMINATION OCCURS THROUGH THE DATE OF TERMINATION AND THE
DENOMINATOR OF
5
WHICH IS THREE HUNDRED SIXTY-FIVE (365), REDUCED BY ANY AMOUNTS PAID TO
EXECUTIVE FROM THE COMPANY'S ANNUAL INCENTIVE PLAN FOR THE FISCAL YEAR IN WHICH
EXECUTIVE'S DATE OF TERMINATION OCCURS.
(C)