THE EXECUTIVE'S THEN-CURRENT BASE
SALARY AND (2) THE EXECUTIVE'S ANNUAL BONUS UNDER THE EXECUTIVE INCENTIVE PLAN
FOR THE YEAR PRECEDING THE YEAR OF
8
SUCH TERMINATION (OR IN THE CASE OF A TERMINATION IN 2006 OR 2007, THE
EXECUTIVE'S TARGET ANNUAL BONUS FOR SUCH YEAR), (B) THE COMPANY WILL PAY TO THE
EXECUTIVE THE PRO RATA BONUS AND THE RETENTION AWARD (TO THE EXTENT NOT
PREVIOUSLY PAID), AND (C) FOR TWO YEARS FOLLOWING THE DATE OF TERMINATION, THE
EXECUTIVE AND HIS ELIGIBLE FAMILY MEMBERS SHALL BE ENTITLED TO CONTINUE TO
RECEIVE BENEFITS UNDER (OR BENEFITS COMPARABLE TO) THE COMPANY'S MEDICAL, DENTAL
AND DISABILITY INSURANCE PROGRAMS, EXCEPT TO THE EXTENT THE EXECUTIVE HAS
AVAILABLE TO HIM SUBSTANTIALLY SIMILAR PROGRAMS WITH A SUBSEQUENT EMPLOYER.
THE
PAYMENT PROVIDED FOR IN CLAUSE (A) OF THIS SECTION 5(F)(III) AND OF THE
RETENTION AWARD SHALL BE MADE PROMPTLY FOLLOWING THE DATE OF TERMINATION AND THE
PAYMENT OF THE PRO RATA BONUS SHALL BE PAID WHEN SUCH BONUSES ARE OTHERWISE PAID
TO THE COMPANY'S SENIOR EXECUTIVES; PROVIDED THAT IF, AS OF THE DATE OF
TERMINATION, THE EXECUTIVE IS A "SPECIFIED EMPLOYEE" WITHIN THE MEANING OF
SECTION 409A(A)(2)(B)(1) OF THE INTERNAL REVENUE CODE (THE "CODE") AND THE
REGULATIONS THEREUNDER, TO THE EXTENT REQUIRED THEREUNDER NO SUCH AMOUNTS SHALL
BE PAID ANY EARLIER THAN THE FIRST BUSINESS DAY AFTER THE SIX MONTH ANNIVERSARY
OF THE DATE OF TERMINATION.
(G)
DATE OF TERMINATION.
AS USED IN THIS AGREEMENT, THE TERM "DATE OF
TERMINATION" MEANS (I) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS DEATH,
THE DATE OF HIS DEATH, (II) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE
COMPANY FOR CAUSE, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION, (III) IF THE
EXECUTIVE TERMINATES HIS EMPLOYMENT WITHOUT GOOD REASON, THE DATE SPECIFIED IN
THE NOTICE OF TERMINATION (WHICH SHALL BE NO LESS THEN 30 DAYS FOLLOWING THE
DATE OF DELIVERY OF SUCH NOTICE, OR SUCH EARLIER DATE AS THE COMPANY CHOOSE AT
ANY TIME AFTER RECEIPT OF SUCH NOTICE), (IV) IF THE EXECUTIVE'S EMPLOYMENT
TERMINATES UPON HIS RETIREMENT, THE DATE PROVIDED FOR IN SECTION 5(E), AND
(V) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE, AS
A RESULT OF THE EXECUTIVE'S DISABILITY OR BY THE EXECUTIVE FOR GOOD REASON, THE
DATE SPECIFIED IN THE NOTICE OF TERMINATION (WHICH SHALL BE NO LESS THAN 20 AND
NO MORE THAN 40 DAYS FOLLOWING THE DATE OF DELIVERY OF SUCH NOTICE).
(H)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY PURSUANT TO
SECTION 5(A), 5(B) OR 5(C), OR BY EXECUTIVE PURSUANT TO SECTION 5(D), SHALL BE
COMMUNICATED BY A WRITTEN "NOTICE OF TERMINATION" ADDRESSED TO THE OTHER PARTY
OR PARTIES TO THIS AGREEMENT.
A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE
STATING THAT THE EXECUTIVE'S EMPLOYMENT HEREUNDER HAS BEEN OR WILL BE
TERMINATED, INDICATING THE SPECIFIC TERMINATION PROVISIONS IN THIS AGREEMENT
RELIED UPON AND SETTING FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES
CLAIMED TO PROVIDE A BASIS FOR SUCH TERMINATION OF EMPLOYMENT.
IN THE EVENT OF
A NOTICE