MANAGEMENT INCENTIVE PLAN IN EFFECT FROM TIME TO TIME AS
DETERMINED BY THE BOARD AFTER CONSULTATIONS WITH MEMBERS OF THE COMPANY'S SENIOR
MANAGEMENT TEAM.
(D)
ALL AMOUNTS PAYABLE TO EXECUTIVE AS COMPENSATION HEREUNDER SHALL
BE SUBJECT TO ALL REQUIRED AND CUSTOMARY WITHHOLDING BY THE COMPANY.
(E)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE INCLUDED IN ALL
EMPLOYEE BENEFIT PLANS, PROGRAMS, ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION,
ANY PLANS, PROGRAMS OR ARRANGEMENTS PROVIDING FOR DISABILITY BENEFITS, HEALTH
INSURANCE, VACATION AND PAID HOLIDAYS) TO THE EXTENT ESTABLISHED BY THE COMPANY
FOR, OR MADE AVAILABLE TO ALL ITS SENIOR EXECUTIVES, SUBJECT TO EXECUTIVE'S
SATISFACTION OF ALL APPLICABLE ELIGIBILITY REQUIREMENTS.
4.
TERM.
(A)
THE EMPLOYMENT PERIOD SHALL CONTINUE FROM THE EFFECTIVE DATE AND
(I) WILL TERMINATE IMMEDIATELY UPON EXECUTIVE'S RESIGNATION FOR ANY REASON (WITH
OR WITHOUT GOOD REASON (AS DEFINED
2
BELOW)), DEATH OR DISABILITY (AS DEFINED BELOW) AND (II) MAY BE TERMINATED BY
THE COMPANY AT ANY TIME FOR CAUSE (AS DEFINED BELOW) OR WITHOUT CAUSE.
(B)
SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS PARAGRAPH 4, IF
(1) THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY OR ITS SUCCESSORS IN
INTEREST WITHOUT CAUSE, (2) EXECUTIVE RESIGNS WITH GOOD REASON OR (3) THE
EMPLOYMENT PERIOD IS TERMINATED UPON EXECUTIVE'S DISABILITY, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE (I) HIS BASE SALARY THROUGH THE DATE OF SUCH TERMINATION,
(II) ANY PORTION OF A BONUS FROM A PRIOR PERIOD (I.E., FROM A PRIOR YEAR) THAT
HAS BEEN FULLY EARNED AND WAS FULLY PAYABLE PRIOR TO THE DATE ON WHICH THE
EMPLOYMENT PERIOD IS TERMINATED BUT THAT HAD NOT YET BEEN PAID, (III) A PRO RATA
PORTION (BASED ON THE NUMBER OF CALENDAR DAYS OF EMPLOYMENT DURING SUCH FISCAL
YEAR) OF ANY ANNUAL BONUS THAT WOULD HAVE PAYABLE TO EXECUTIVE DURING ANY YEAR
IN WHICH HIS EMPLOYMENT PERIOD IS TERMINATED, PROVIDED THAT ANY SUCH AMOUNT
SHALL ONLY BE PAYABLE IF EXECUTIVE WAS EMPLOYED BY THE COMPANY FOR SIX MONTHS OR
MORE OF SUCH FISCAL YEAR AND PROVIDED FURTHER THAT ANY SUCH PAYMENT WILL BE DUE
AND PAYABLE AT SUCH TIME AS ANY SUCH BONUS AMOUNTS WOULD HAVE BEEN PAID HAD
EXECUTIVE REMAINED EMPLOYED THROUGHOUT THE ENTIRE FISCAL YEAR AND (IV)
TWENTY-FOUR MONTHS BASE SALARY (PROVIDED THAT IT IS EXPRESSLY UNDERSTOOD THAT
INCLUDED IN THIS SUM IS SUCH SEVERANCE AND OTHER PAYMENTS THAT MAY BE DUE TO
EXECUTIVE); PROVIDED FURTHER THAT UPON ANY TERMINATION OR RESIGNATION OF THE
TYPE SET FORTH ABOVE IN (1), (2) AND (3), EXECUTIVE SHALL BE ENTITLED TO
CONTINUE TO PARTICIPATE (AT THE COMPANY'S COST) IN EMPLOYEE BENEFIT PLANS FOR
SENIOR EXECUTIVE EMPLOYEES (OTHER THAN BONUS AND INCENTIVE COMPENSATION PLANS)
TO THE EXTENT NOT PROHIBITED UNDER THE TERMS OF SUCH PROGRAMS AS OF THE DATE OF
TERMINATION OR REQUIRED UNDER APPLICABLE LAW, FOR A PERIOD OF TWENTY-FOUR MONTHS
AFTER SUCH TERMINATION OR RESIGNATION.
THE SEVERANCE PAYMENTS CONTEMPLATED BY
THE PRECEDING SENTENCE SHALL BE PAYABLE BY THE COMPANY IN REGULAR INSTALLMENTS
IN ACCORDANCE WITH THE COMPANY'S GENERAL PAYROLL PRACTICES (AS IN EFFECT ON THE
DATE