FOR A PERIOD
OF NINETY (90) DAYS FOLLOWING THE DATE OF TERMINATION AND ALL UNVESTED EQUITY
AWARDS HELD BY EXECUTIVE SHALL IMMEDIATELY BE FORFEITED WITHOUT CONSIDERATION.
(D)
TERMINATION WITHOUT CAUSE OR FOR GOOD
REASON. IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT IS
TERMINATED BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON DURING
THE TERM OF EMPLOYMENT:
(I)
THE COMPANY SHALL PAY OR PROVIDE TO
EXECUTIVE THE ACCRUED OBLIGATIONS AT THE TIMES, AND SUBJECT TO THE SAME
CONDITIONS, AS PROVIDED IN SECTION 8(A) HEREOF;
(II)
SUBJECT TO EXECUTIVE'S SIGNING (AND NOT
REVOKING) A GENERAL RELEASE OF CLAIMS IN THE FORM ATTACHED HERETO AS EXHIBIT A
(WITH SUCH CHANGES AS MAY BE NECESSARY FOR CHANGES IN APPLICABLE LAW) WITHIN
TWENTY-ONE (21) DAYS OR FORTY-FIVE (45) DAYS, WHICH EVER PERIOD IS REQUIRED
UNDER ADEA (AS DEFINED IN EXHIBIT A) FOLLOWING SUCH TERMINATION (THE "RELEASE"):
(A)
THE COMPANY SHALL PAY EXECUTIVE THE PRO RATA
BONUS AT SUCH TIME AS THE BONUS WOULD HAVE NORMALLY BEEN PAID PURSUANT TO
SECTION 4(B) HEREOF IN RESPECT OF THE YEAR IN WHICH SUCH TERMINATION OCCURRED;
PROVIDED, THAT IF SUCH TERMINATION OCCURS IN FISCAL YEAR 2010, THE AMOUNT OF THE
PRO RATA BONUS WILL NOT BE LESS THAN THE AMOUNT OF THE GUARANTEED BONUS;
(B)
WITHIN SIXTY (60) DAYS FOLLOWING THE DATE OF
TERMINATION, THE COMPANY SHALL PAY TO EXECUTIVE A LUMP SUM SEVERANCE PAYMENT
EQUAL TO THE SUM OF THE REMAINING BASE SALARY PLUS TARGET BONUS THAT EXECUTIVE
WOULD HAVE OTHERWISE BEEN ENTITLED TO RECEIVE FROM THE DATE OF TERMINATION
THROUGH THE END OF THE TERM OF EMPLOYMENT (INCLUDING ANY BONUS FOR SUCH PERIOD
THAT WOULD OTHERWISE BE PAYABLE AFTER THE END OF THE TERM OF EMPLOYMENT); AND
(C)
THE COMPANY SHALL PAY THE COSTS OF CONTINUED
GROUP LIFE, MEDICAL, DENTAL, AND VISION INSURANCE COVERAGE FOR EXECUTIVE AND HIS
DEPENDENTS UNDER THE PLANS AND PROGRAMS IN WHICH EXECUTIVE PARTICIPATED
IMMEDIATELY PRIOR TO THE DATE OF TERMINATION, OR MATERIALLY EQUIVALENT PLANS AND
PROGRAMS MAINTAINED BY THE COMPANY IN REPLACEMENT THEREOF, FOR A PERIOD OF
EIGHTEEN (18) MONTHS FOLLOWING THE DATE OF TERMINATION (THE "COVERAGE PERIOD");
PROVIDED, THAT IN THE EVENT THE MEDICAL, DENTAL, AND VISION PLANS UNDER WHICH
EXECUTIVE AND HIS DEPENDENTS WERE RECEIVING BENEFITS IMMEDIATELY PRIOR TO THE
DATE OF TERMINATION, OR ANY APPLICABLE REPLACEMENT PLAN OR PROGRAM, IS NOT
FULLY-INSURED, THEN IN LIEU OF THE FOREGOING, IF EXECUTIVE TIMELY ELECTS
COVERAGE UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS
AMENDED ("COBRA") AND TIMELY PAYS THE MONTHLY PREMIUMS FOR SUCH COBRA COVERAGE,
THEN THE COMPANY SHALL REIMBURSE EXECUTIVE DURING THE COVERAGE PERIOD FOR THE
AMOUNT OF SUCH MONTHLY PREMIUM THAT IS IN EXCESS OF THE ACTIVE EMPLOYEE RATE
(EXCLUDING, FOR PURPOSES OF CALCULATING COST, AN EMPLOYEE'S ABILITY TO PAY
PREMIUMS WITH PRE-TAX DOLLARS), ON A TAX GROSSED-UP BASIS TO THE EXTENT SUCH
MONTHLY PREMIUM IS TAXABLE
8
TO EXECUTIVE, PAYABLE ON THE FIRST COMPANY PAYROLL DATE IN EACH MONTH FOLLOWING
THE DATE OF TERMINATION; AND
(III)
ALL OUTSTANDING EQUITY AWARDS