THAT DO NOT VEST AND CONVERT INTO UNITS IN ACCORDANCE WITH THIS
SECTION 5(C)(II)(A) (AND WHICH HAVE NOT OTHERWISE VESTED AND CONVERTED INTO
UNITS PRIOR TO THE DATE OF TERMINATION) SHALL BE FORFEITED AS OF THE DATE OF
TERMINATION);
(B)
FOR THE PERIOD COMMENCING ON THE EXECUTIVE'S SEPARATION FROM
SERVICE AND ENDING ON THE EARLIER TO OCCUR OF (1) THE DATE ON WHICH THE
EMPLOYMENT PERIOD WOULD HAVE OTHERWISE EXPIRED HAD THE EXECUTIVE NOT INCURRED A
SEPARATION FROM SERVICE (DISREGARDING ANY RENEWALS THEREOF THAT WOULD OCCUR
SUBSEQUENT TO THE DATE OF TERMINATION), AND (2) THE DATE OF THE EXPIRATION OF
THE COBRA PERIOD, THE EXECUTIVE AND THE EXECUTIVE'S ELIGIBLE DEPENDENTS SHALL
CONTINUE TO BE PROVIDED WITH MEDICAL, PRESCRIPTION AND DENTAL BENEFITS AS IF THE
EXECUTIVE'S EMPLOYMENT HAD NOT BEEN TERMINATED AT THE SAME COST TO THE EXECUTIVE
(OR THE EXECUTIVE'S ESTATE OR DEPENDENTS) AS IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION PROVIDED THAT THE EXECUTIVE OR HIS DEPENDENTS, IF APPLICABLE,
PROPERLY ELECT CONTINUATION HEALTHCARE COVERAGE UNDER CODE SECTION 4980B;
FOLLOWING SUCH CONTINUATION PERIOD, ANY FURTHER CONTINUATION OF SUCH COVERAGE
UNDER APPLICABLE LAW SHALL BE AT THE EXECUTIVE'S (OR HIS ESTATE'S OR
DEPENDENTS') SOLE EXPENSE; AND
(C)
ANY UNPAID ANNUAL BONUS THAT WOULD HAVE BECOME PAYABLE TO THE
EXECUTIVE PURSUANT TO SECTION 3(B)(II) HEREOF IN RESPECT OF ANY CALENDAR YEAR
THAT ENDS ON OR BEFORE THE DATE OF TERMINATION, HAD THE EXECUTIVE REMAINED
EMPLOYED THROUGH THE PAYMENT DATE OF SUCH ANNUAL BONUS, PAYABLE IN THE CALENDAR
YEAR IN WHICH THE SEPARATION FROM SERVICE OCCURS, BUT IN NO EVENT LATER THAN THE
DATE IN SUCH CALENDAR YEAR ON WHICH ANNUAL BONUSES ARE PAID TO THE PEER
EXECUTIVES GENERALLY.
8
(D)
NON-RENEWAL.
(I)
EMPLOYER NON-RENEWAL.
(A)
IF THE EMPLOYER PROVIDES A NOTICE OF
NON-RENEWAL OF THE EMPLOYMENT PERIOD AS SET FORTH IN SECTION 2 HEREOF AND THE
EXECUTIVE INCURS A SEPARATION FROM SERVICE AS A RESULT, THE CPUS SHALL VEST AND
CONVERT INTO UNITS (TO THE EXTENT NOT PREVIOUSLY VESTED AND CONVERTED INTO UNITS
OR CANCELED) ON A PRO RATA BASIS AS FOLLOWS: THE NUMBER OF CPUS THAT VESTS AND
CONVERTS INTO UNITS SHALL BE EQUAL TO THE TOTAL NUMBER OF CPUS THAT WOULD
OTHERWISE VEST AND CONVERT INTO UNITS BASED ON THE EXTENT TO WHICH THE
APPLICABLE PERFORMANCE OBJECTIVES HAVE BEEN SATISFIED AS OF THE DATE OF
TERMINATION MULTIPLIED BY THE APPLICABLE CPU ACCELERATION PERCENTAGE, PROVIDED,
THAT THE VESTING AND CONVERSION DESCRIBED IN THIS SECTION 5(D)(I)(A) SHALL ONLY
OCCUR IF, FOLLOWING SUCH NOTICE OF NON-RENEWAL BY THE EMPLOYER, THE EXECUTIVE
DOES NOT VOLUNTARILY TERMINATE HIS EMPLOYMENT (OTHER THAN UPON DEATH OR
DISABILITY) BEFORE THE END OF THE EMPLOYMENT PERIOD, AS DETERMINED WITHOUT
REGARD TO ANY EXTENSION OF THE EMPLOYMENT PERIOD THAT MIGHT OTHERWISE OCCUR
FOLLOWING THE DATE OF TERMINATION IN ACCORDANCE WITH THE SECOND SENTENCE OF
SECTION 2 HEREOF (A "POST-TERMINATION EXTENSION").
FOR PURPOSES OF
CLARIFICATION, SUBJECT TO THE EXECUTIVE'S CONTINUED EMPLOYMENT THROUGH THE END
OF THE EMPLOYMENT PERIOD, AS DETERMINED WITHOUT REGARD TO ANY POST-TERMINATION
EXTENSION, IN THE EVENT THAT