THIS SECTION 7(A)(III) AFTER SUCH
TIME AS EXECUTIVE BECOMES ENTITLED TO RECEIVE BENEFITS OF THE SAME TYPE FROM
ANOTHER EMPLOYER OR RECIPIENT OF EXECUTIVE'S SERVICES (SUCH ENTITLEMENT BEING
DETERMINED WITHOUT REGARD TO ANY INDIVIDUAL WAIVERS OR OTHER SIMILAR
ARRANGEMENTS).
(IV)
ANY UNVESTED SHARES OF RESTRICTED STOCK, RESTRICTED STOCK UNITS OR
OTHER EQUITY-BASED AWARDS (I.E., SHARES, UNITS OR OTHER AWARDS THEN STILL
SUBJECT TO RESTRICTIONS UNDER THE APPLICABLE AWARD AGREEMENT) GRANTED TO
EXECUTIVE BY THE EMPLOYER AND ANY UNVESTED DEFERRED COMPENSATION CONTRIBUTION
MADE PURSUANT TO SECTION 3(F) ABOVE SHALL NOT BE FORFEITED ON THE TERMINATION
DATE AND SHALL BECOME VESTED (I.E., FREE FROM SUCH RESTRICTIONS), AND ANY
UNEXERCISABLE OR UNVESTED STOCK OPTIONS GRANTED TO EXECUTIVE BY THE EMPLOYER
SHALL NOT BE FORFEITED ON THE TERMINATION DATE AND SHALL BECOME VESTED AND
EXERCISABLE, ON THE RELEASE EFFECTIVENESS DATE.
ANY UNEXERCISED STOCK OPTIONS
GRANTED TO EXECUTIVE BY THE EMPLOYER ON OR AFTER JANUARY 1, 2004 SHALL REMAIN
EXERCISABLE UNTIL THE SECOND JANUARY 1 TO FOLLOW THE TERMINATION DATE OR, IF
EARLIER, THE EXPIRATION OF THE INITIAL APPLICABLE TERM STATED AT THE TIME OF THE
GRANT.
IN ADDITION, THE EMPLOYER SHALL PAY
10
EXECUTIVE ANY TAX GROSS-UP PAYMENTS OWED PURSUANT TO THE TERMS OF ANY SUCH
EQUITY AWARD.
FOR AVOIDANCE OF DOUBT, THE PROVISIONS OF THIS SECTION 7(A)(IV)
SHALL NOT APPLY TO GRANTS MADE UNDER THE OUTPERFORMANCE PLANS, WHICH SHALL BE
GOVERNED BY THEIR TERMS AS IN EFFECT FROM TIME TO TIME AND THE PROVISIONS OF
SECTION 7(A)(III) ABOVE.
(V)
IN THE EVENT SUCH TERMINATION OCCURS IN CONNECTION WITH OR WITHIN
EIGHTEEN (18) MONTHS AFTER A CHANGE-IN-CONTROL, THEN, IN ADDITION TO THE
PAYMENTS AND BENEFITS SET FORTH ABOVE (OR, AS SPECIFICALLY CITED BELOW, IN LIEU
OF SUCH PAYMENTS AND BENEFITS): (A) IN LIEU OF THE SEVERANCE PAYMENT SET FORTH
IN SECTION 7(A)(II), EXECUTIVE SHALL RECEIVE AS SEVERANCE PAY AND IN LIEU OF ANY
FURTHER COMPENSATION FOR PERIODS SUBSEQUENT TO THE TERMINATION DATE, IN A SINGLE
PAYMENT ON THE RELEASE EFFECTIVENESS DATE, AN AMOUNT IN CASH EQUAL TO THREE (3)
TIMES THE SUM OF (I) THE AVERAGE ANNUAL BASE SALARY, (II) THE AVERAGE ANNUAL
CASH BONUS AND (III) THE AVERAGE ANNUAL DEFERRED COMPENSATION, (B) THE
CONTINUATION OF BENEFITS PROVIDED FOR IN THE FIRST SENTENCE OF SECTION 7(A)(III)
ABOVE SHALL BE EXTENDED FROM TWELVE (12) MONTHS TO TWENTY-FOUR (24) MONTHS, BUT
SHALL OTHERWISE BE SUBJECT TO THE TERMS OF SECTION 7(A)(III) AND (C) NEITHER
EXECUTIVE NOR THE EMPLOYER SHALL BE REQUIRED TO EXECUTE THE RELEASE AGREEMENT
AND ALL REFERENCES THROUGHOUT TO THE RELEASE EFFECTIVENESS DATE SHALL REFER TO
THE TERMINATION DATE.
(B)
TERMINATION BY THE EMPLOYER FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON.
IF, DURING THE EMPLOYMENT PERIOD, (I) EXECUTIVE IS TERMINATED BY THE
EMPLOYER FOR CAUSE PURSUANT TO SECTION 6(A)(III) ABOVE, OR (II) EXECUTIVE
VOLUNTARILY TERMINATES HIS EMPLOYMENT HEREUNDER WITHOUT GOOD REASON PURSUANT TO
SECTION 6(B)(III) ABOVE, THEN THE EMPLOYMENT PERIOD SHALL TERMINATE AS OF THE
TERMINATION DATE AND EXECUTIVE SHALL BE ENTITLED TO RECEIVE HIS EARNED AND
ACCRUED BUT UNPAID BASE SALARY