OR PRIOR TO SUCH DATE.
IF THE MERGER
AGREEMENT IS TERMINATED, THIS AGREEMENT SHALL BE NULL AND VOID.
NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF THE COMPANY BECOMES OBLIGATED TO
MAKE ANY PAYMENT TO THE EXECUTIVE PURSUANT TO THE TERMS HEREOF AT OR PRIOR TO
THE EXPIRATION OF THIS AGREEMENT, THEN THIS AGREEMENT SHALL REMAIN IN EFFECT FOR
SUCH AND RELATED PURPOSES (INCLUDING BUT NOT LIMITED TO UNDER SECTION 5 HEREOF)
UNTIL ALL OF THE COMPANY'S OBLIGATIONS HEREUNDER ARE FULFILLED.
FURTHER,
PROVIDED THAT A CHANGE OF CONTROL HAS TAKEN PLACE PRIOR TO THE TERMINATION OF
THIS AGREEMENT, THE PROVISIONS OF SECTIONS 10 AND 12 HEREOF SHALL SURVIVE AND
REMAIN IN EFFECT NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT, THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT OR ANY BREACH OR REPUDIATION OR
ALLEGED BREACH OR REPUDIATION BY THE COMPANY OR THE EXECUTIVE OF THIS AGREEMENT
OR ANY ONE OR MORE OF ITS TERMS.
3.
TERMINATION FOLLOWING CHANGE OF CONTROL.
IF, AND ONLY IF,
(I) A CHANGE OF CONTROL OCCURS AND THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
IS TERMINATED BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON
AT ANY TIME WITHIN TWO (2) YEARS AFTER THE CHANGE OF CONTROL OR (II) THERE WAS
AN ANTICIPATORY TERMINATION AND THE CHANGE OF CONTROL HAS TAKEN PLACE WITHIN
NINETY (90) DAYS THEREAFTER, THE EXECUTIVE SHALL BE ENTITLED TO THE AMOUNTS
PROVIDED IN SECTION 4 UPON SUCH TERMINATION.
IN THE EVENT OF AN ANTICIPATORY
TERMINATION, IF ANY EQUITY GRANTS WHICH WERE GRANTED PRIOR TO A CHANGE OF
CONTROL WOULD VEST ON A CHANGE OF CONTROL AFTER AN ANTICIPATORY TERMINATION, ANY
SUCH EQUITY GRANTS THAT OTHERWISE WOULD BE FORFEITED (AFTER APPLICATION OF ANY
OTHER ACCELERATED VESTING PROVISION) SHALL NOT BE FORFEITED PENDING A
DETERMINATION OF WHETHER OR NOT A CHANGE OF CONTROL OCCURS WITHIN NINETY
3
(90) DAYS THEREAFTER (THE "DETERMINATION PERIOD"), BUT DURING THE DETERMINATION
PERIOD NO UNVESTED OPTION SHALL VEST OR BE EXERCISABLE, NO OTHER UNVESTED EQUITY
GRANT SHALL VEST AND NO DIVIDENDS SHALL BE PAYABLE UNLESS AND UNTIL THE CHANGE
OF CONTROL TAKES PLACE DURING THE DETERMINATION PERIOD.
IF A CHANGE OF CONTROL
OCCURS DURING THE DETERMINATION PERIOD, AND THE OPTION EXERCISE PERIOD WOULD
OTHERWISE HAVE EXPIRED, THEN THE EXERCISE PERIOD FOR ANY EQUITY GRANTS WHICH
OTHERWISE WOULD HAVE EXPIRED DURING THE DETERMINATION PERIOD SHALL AUTOMATICALLY
BE DEEMED TO HAVE BEEN EXTENDED TO THE DATE WHICH IS THIRTY (30) DAYS FOLLOWING
THE FIRST DATE AFTER SUCH CHANGE OF CONTROL IN WHICH SHARES OF THE COMPANY COULD
BE TRADED BY THE EXECUTIVE ON THE APPLICABLE MARKET UNDER THE COMPANY'S TRADING
WINDOW POLICIES BUT, WITH REGARD TO ANY OUTSTANDING OPTIONS ON THE DATE HEREOF,
NOT BEYOND THE LAST DAY OF EXTENSION PERMITTED UNDER SECTION 409A ("CODE
SECTION 409A") OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
WITHOUT SUCH OPTION BEING DEEMED SUBJECT TO CODE SECTION 409A AS OF THE DATE
GRANTED.
4.
COMPENSATION ON CHANGE OF CONTROL TERMINATION.
(A)
IF,
PURSUANT TO SECTION 3, THE EXECUTIVE IS ENTITLED