PREMIUM CHARGED BY A CARRIER HAVING AN INVESTMENT GRADE OR
BETTER CREDIT RATING); PROVIDED, HOWEVER, THAT EXECUTIVE MUST CONTINUE TO
SATISFY THE CONDITIONS SET FORTH IN SECTION 10 IN ORDER TO CONTINUE RECEIVING
THE BENEFITS PROVIDED UNDER THIS SECTION 7(C)(VII).
EXECUTIVE AGREES TO
PROMPTLY NOTIFY THE COMPANY OF ANY EMPLOYMENT OR OTHER ARRANGEMENT BY WHICH
EXECUTIVE PROVIDES SERVICES DURING THE BENEFITS-CONTINUATION PERIOD AND OF THE
NATURE AND EXTENT OF BENEFITS FOR WHICH EXECUTIVE BECOMES ELIGIBLE DURING SUCH
PERIOD WHICH WOULD REDUCE OR TERMINATE BENEFITS UNDER THIS SECTION 7(C)(VII);
AND THE COMPANY BE ENTITLED TO RECOVER FROM EXECUTIVE ANY PAYMENTS AND THE FAIR
MARKET VALUE OF BENEFITS PREVIOUSLY MADE OR PROVIDED TO EXECUTIVE HEREUNDER
WHICH WOULD NOT HAVE BEEN PAID UNDER THIS SECTION 7(C)(VII) IF THE COMPANY HAD
RECEIVED ADEQUATE PRIOR NOTICE AS REQUIRED BY THIS SENTENCE.
(D)
TERMINATION BY EXECUTIVE FOR GOOD REASON PRIOR TO A CHANGE IN
CONTROL.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT HEREUNDER FOR GOOD REASON,
PRIOR TO A CHANGE IN CONTROL, UPON 90 DAYS' WRITTEN NOTICE TO THE COMPANY;
PROVIDED, HOWEVER, THAT, IF THE COMPANY HAS CORRECTED THE BASIS FOR SUCH GOOD
REASON WITHIN 30 DAYS AFTER RECEIPT OF SUCH NOTICE, EXECUTIVE MAY NOT TERMINATE
HIS EMPLOYMENT FOR GOOD REASON WITH RESPECT TO THE MATTERS ADDRESSED IN THE
WRITTEN NOTICE, AND THEREFORE EXECUTIVE'S NOTICE OF TERMINATION WILL
AUTOMATICALLY BECOME NULL AND VOID.
AT THE TIME EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY EXECUTIVE FOR GOOD REASON (I.E., AT THE EXPIRATION OF SUCH NOTICE
PERIOD), THE TERM WILL TERMINATE, ALL OBLIGATIONS OF THE COMPANY AND EXECUTIVE
UNDER SECTIONS 1 THROUGH 5 OF THIS AGREEMENT WILL IMMEDIATELY CEASE (EXCEPT AS
EXPRESSLY PROVIDED BELOW), AND THE COMPANY WILL PAY EXECUTIVE, AND EXECUTIVE
WILL BE ENTITLED TO RECEIVE, THE FOLLOWING:
(I)
EXECUTIVE'S COMPENSATION ACCRUED AT TERMINATION;
(II)
CASH IN AN AGGREGATE AMOUNT EQUAL TO TWO TIMES THE SUM OF (A)
EXECUTIVE'S BASE SALARY UNDER SECTION 4(A) IMMEDIATELY PRIOR TO TERMINATION PLUS
(B) AN AMOUNT EQUAL TO THE GREATER OF
(X) THE PORTION OF EXECUTIVE'S ANNUAL
TARGET INCENTIVE COMPENSATION POTENTIALLY PAYABLE IN CASH TO EXECUTIVE (I.E.,
EXCLUDING THE PORTION
15
PAYABLE IN PERS OR IN OTHER NON-CASH AWARDS) FOR THE YEAR OF TERMINATION OR (Y)
THE PORTION OF EXECUTIVE'S ANNUAL INCENTIVE COMPENSATION THAT BECAME PAYABLE IN
CASH TO EXECUTIVE (I.E., EXCLUDING THE PORTION PAYABLE IN PERS OR IN OTHER
NON-CASH AWARDS) FOR THE LATEST YEAR PRECEDING THE YEAR OF TERMINATION BASED ON
PERFORMANCE ACTUALLY ACHIEVED IN THAT LATEST YEAR (THE SUM OF (A) AND (B) BEING
HEREIN REFERRED TO AS THE "CASH COMPENSATION") AND .
THE AMOUNT DETERMINED TO
BE PAYABLE UNDER THIS SECTION 7(D)(II) SHALL BE PAYABLE IN MONTHLY INSTALLMENTS
OVER THE 24 MONTHS FOLLOWING TERMINATION, WITHOUT INTEREST, EXCEPT THAT (SUBJECT
TO SECTION 5(H)) THE COMPANY MAY ELECT TO ACCELERATE PAYMENT OF
THE REMAINING
BALANCE OF SUCH AMOUNT AND TO PAY IT AS A LUMP SUM, WITHOUT DISCOUNT;
(III)
IN LIEU OF ANY ANNUAL INCENTIVE COMPENSATION UNDER SECTION 4(B)
FOR THE YEAR IN WHICH EXECUTIVE'S EMPLOYMENT TERMINATED, AN AMOUNT EQUAL TO THE