WITH ESTABLISHED COMPANY PLANS AND POLICIES OR APPLICABLE LAW (THE
"ACCRUED OBLIGATIONS"), SUCH PAYMENT TO BE MADE ON THE DATE OF TERMINATION OR AS
SOON AS REASONABLY PRACTICABLE (BUT NOT MORE THAN TEN (10) DAYS) THEREAFTER.
IN
ADDITION, THE FOLLOWING SHALL APPLY:
(A)
TERMINATION FOR CAUSE; VOLUNTARY
TERMINATION; TERMINATION DUE TO DEATH.
IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY FOR CAUSE, BY THE EXECUTIVE VOLUNTARILY (FOR REASONS
OTHER THAN CONSTRUCTIVE TERMINATION), OR BY REASON OF THE
2
EXECUTIVE'S DEATH, THEN THE EXECUTIVE (OR HIS ESTATE, IF APPLICABLE) WILL
RECEIVE PAYMENT OF THE ACCRUED OBLIGATIONS, BUT EXECUTIVE SHALL NOT BE ENTITLED
TO ANY OTHER COMPENSATION OR BENEFITS FROM THE COMPANY, EXCEPT TO THE EXTENT
PROVIDED UNDER ANY COMPANY BENEFIT AND/OR COMPENSATION PLAN OR AS MAY BE
REQUIRED BY LAW.
(B)
TERMINATION BY THE COMPANY WITHOUT CAUSE;
CONSTRUCTIVE TERMINATION.
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE
COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR CONSTRUCTIVE TERMINATION, THEN THE
COMPANY SHALL PAY TO THE EXECUTIVE AN AMOUNT EQUAL TO THE PRODUCT OF (X) THE SUM
OF (I) THE BASE SALARY AS IN EFFECT ON THE DATE OF TERMINATION, PLUS (II) IF
SUCH TERMINATION OCCURS WITHIN TWELVE MONTHS OF A CHANGE IN CONTROL, AN AMOUNT
EQUAL TO THE TARGET INCENTIVE AMOUNT UNDER THE THEN APPLICABLE SHORT-TERM
INCENTIVE PLAN FOR THE FISCAL YEAR IN WHICH THE TERMINATION OCCURS, MULTIPLIED
BY (Y) TWO (2) (THE "SEVERANCE AMOUNT").
THE EXECUTIVE SHALL BE PAID THE
SEVERANCE AMOUNT IN TWENTY-FOUR (24) EQUAL MONTHLY INSTALLMENTS COMMENCING ON
THE FIRST DAY OF THE MONTH FOLLOWING THE DATE OF TERMINATION. IN ADDITION, THE
COMPANY SHALL PROVIDE HEALTH CARE CONTINUATION COVERAGE BENEFITS TO THE
EXECUTIVE PURSUANT TO THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985
("COBRA") AND SHALL CONTINUE TO PAY THE APPLICABLE PERCENTAGE OF THE MEDICAL
INSURANCE PREMIUM THE COMPANY PAYS FOR ACTIVE EMPLOYEES TOWARDS EXECUTIVE'S
COBRA COVERAGE DURING THE EXECUTIVE'S APPLICABLE COBRA COVERAGE PERIOD NOT TO
EXCEED A MAXIMUM OF EIGHTEEN (18) MONTHS FOLLOWING THE DATE OF TERMINATION.
THE
COMPANY'S OBLIGATION TO PROVIDE COBRA BENEFITS TO THE EXECUTIVE SHALL BE SUBJECT
TO THE EXECUTIVE MAKING AN EFFECTIVE ELECTION IN ACCORDANCE WITH COBRA.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT MAY THE EXECUTIVE TERMINATE HIS
EMPLOYMENT FOR CONSTRUCTIVE TERMINATION PURSUANT TO CIRCUMSTANCES DESCRIBED IN
PARAGRAPH 7(A)(III) UNTIL AFTER A CHANGE IN CONTROL OCCURS.
IN EXCHANGE FOR AND
AS A REQUIREMENT TO RECEIVE THE COMPENSATION SET FORTH IN THIS SECTION 8(B) OF
THIS AGREEMENT, THE EXECUTIVE AND COMPANY (AND ITS AFFILIATES) SHALL ENTER INTO
A GENERAL RELEASE OF CLAIMS ACCRUED AS OF THE DATE THEREOF IN FAVOR OF THE
COMPANY AND ITS AFFILIATES WITHIN 45 DAYS FOLLOWING THE EXECUTIVE'S "SEPARATION
OF SERVICE" AS DEFINED IN SECTION 409A OF THE CODE.
THE FORM AND SCOPE OF SUCH
RELEASE SHALL BE ACCEPTABLE TO THE COMPANY AND ITS AFFILIATES, THE APPROVAL OF
WHICH SHALL NOT BE UNREASONABLY WITHHELD BY THE COMPANY AND ITS AFFILIATES.
(c)
Delay in Payments.
Notwithstanding any
other provision with respect to the timing of payments under paragraph 8(b) or