EMPLOYMENT HEREUNDER VOLUNTARILY FOR
REASONS OTHER THAN GOOD REASON (AS DEFINED IN SECTION 8(E)) AT ANY TIME UPON 90
DAYS' WRITTEN NOTICE TO THE COMPANY. AN ELECTION BY EXECUTIVE NOT TO EXTEND THE
TERM PURSUANT TO SECTION 2 HEREOF SHALL BE DEEMED TO BE A TERMINATION OF
EMPLOYMENT BY EXECUTIVE FOR REASONS OTHER THAN GOOD REASON AT THE DATE OF
EXPIRATION OF THE TERM, UNLESS A CHANGE IN CONTROL (AS DEFINED IN SECTION 8(B))
OCCURS PRIOR TO, AND THERE EXISTS GOOD REASON AT, SUCH DATE OF EXPIRATION. AT
THE TIME EXECUTIVE'S EMPLOYMENT IS TERMINATED BY EXECUTIVE OTHER THAN FOR GOOD
REASON THE TERM WILL TERMINATE, ALL OBLIGATIONS OF THE COMPANY AND EXECUTIVE
UNDER SECTIONS 1 THROUGH 5 OF THIS AGREEMENT WILL IMMEDIATELY CEASE, AND THE
COMPANY WILL PAY EXECUTIVE, AND EXECUTIVE WILL BE ENTITLED TO RECEIVE, THE
FOLLOWING:
(I)
EXECUTIVE'S COMPENSATION ACCRUED AT
TERMINATION;
(II)
ALL STOCK OPTIONS, RESTRICTED STOCK AND
DEFERRED STOCK AWARDS, INCLUDING OUTSTANDING PERS AWARDS, AND ALL OTHER
LONG-TERM INCENTIVE AWARDS WILL BE GOVERNED BY THE TERMS OF THE PLANS AND
PROGRAMS UNDER WHICH THE AWARDS WERE GRANTED; AND
(III)
ALL DEFERRAL ARRANGEMENTS UNDER SECTION 5(D)
WILL BE SETTLED IN ACCORDANCE WITH THE PLANS AND PROGRAMS GOVERNING THE
DEFERRAL, AND ALL RIGHTS UNDER THE EXPP AND ANY OTHER BENEFIT PLAN SHALL BE
GOVERNED BY SUCH PLAN SUBJECT TO, IN THE CASE OF THE EXPP, SECTION 5(B)(IV) OF
THIS AGREEMENT PURSUANT TO WHICH PRIOR SERVICE THAT WAS CREDITED UNDER THE EXPP
AS OF EXECUTIVE'S TERMINATION SHALL BE FULLY REFLECTED.
(C)
TERMINATION BY THE COMPANY WITHOUT CAUSE
PRIOR TO OR MORE THAN TWO YEARS AFTER A CHANGE IN CONTROL.
THE COMPANY MAY
TERMINATE THE EMPLOYMENT OF EXECUTIVE HEREUNDER WITHOUT CAUSE, IF AT THE DATE OF
TERMINATION NO CHANGE IN CONTROL HAS OCCURRED OR SUCH DATE OF TERMINATION IS AT
LEAST TWO YEARS AFTER THE MOST RECENT CHANGE IN CONTROL, UPON AT LEAST 90 DAYS'
WRITTEN NOTICE TO EXECUTIVE. THE FOREGOING NOTWITHSTANDING, THE COMPANY MAY
ELECT, BY WRITTEN NOTICE TO EXECUTIVE, TO TERMINATE EXECUTIVE'S POSITIONS
SPECIFIED IN SECTIONS 1 AND 3 AND ALL OTHER OBLIGATIONS OF EXECUTIVE AND THE
COMPANY UNDER SECTION 3 AT A DATE EARLIER THAN THE EXPIRATION OF SUCH 90-DAY
PERIOD, IF SO SPECIFIED BY THE COMPANY IN THE WRITTEN NOTICE, PROVIDED THAT
EXECUTIVE SHALL BE TREATED AS AN EMPLOYEE OF THE COMPANY (WITHOUT ANY ASSIGNED
DUTIES) FOR ALL OTHER PURPOSES OF THIS AGREEMENT, INCLUDING FOR PURPOSES OF
SECTIONS 4 AND 5, FROM SUCH SPECIFIED DATE UNTIL THE EXPIRATION OF SUCH 90-DAY
PERIOD. AN ELECTION BY THE COMPANY NOT TO EXTEND THE TERM PURSUANT TO SECTION 2
HEREOF SHALL BE DEEMED TO BE A TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE
COMPANY WITHOUT CAUSE AT THE DATE OF EXPIRATION OF THE TERM AND SHALL BE SUBJECT
TO THIS SECTION 7(C) IF AT THE DATE OF SUCH TERMINATION NO CHANGE IN CONTROL HAS
OCCURRED
11
or such date of termination is at least two years after the most recent Change
in Control; provided, however, that, if Executive has