IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON OF DEATH OR DISABILITY, THE DATE
OF DEATH OF THE EXECUTIVE OR THE DISABILITY EFFECTIVE DATE, AS THE CASE MAY BE.
SECTION 5.
OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(A)
GOOD
REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
SUBJECT TO THE EXECUTIVE'S
EXECUTION OF A "WAIVER AND RELEASE" IN THE FORM ATTACHED HERETO AS EXHIBIT A,
IF, DURING THE EMPLOYMENT PERIOD, THE COMPANY TERMINATES THE EXECUTIVE'S
EMPLOYMENT OTHER THAN FOR CAUSE OR DISABILITY OR THE EXECUTIVE TERMINATES
EMPLOYMENT FOR GOOD REASON:
(1)
THE COMPANY SHALL PAY TO THE EXECUTIVE, IN A LUMP SUM IN CASH
WITHIN 30 DAYS AFTER THE DATE OF TERMINATION, THE AGGREGATE OF THE FOLLOWING
AMOUNTS:
(A)
THE SUM OF (I) THE EXECUTIVE'S ANNUAL BASE SALARY THROUGH THE DATE
OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID, (II) THE PRODUCT OF (X) THE
RECENT TARGET BONUS AND (Y) A FRACTION, THE
8
NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE CURRENT FISCAL YEAR THROUGH THE
DATE OF TERMINATION AND THE DENOMINATOR OF WHICH IS 365, AND (III) ANY ACCRUED
VACATION PAY TO THE EXTENT NOT THERETOFORE PAID (THE SUM OF THE AMOUNTS
DESCRIBED IN SUBCLAUSES (I), (II) AND (III), THE "ACCRUED OBLIGATIONS");
(B)
THE AMOUNT EQUAL TO THE PRODUCT OF (I) TWO AND (II) THE SUM OF (X)
THE EXECUTIVE'S ANNUAL BASE SALARY AND (Y) THE RECENT TARGET BONUS; AND
(2)
THE EXECUTIVE SHALL BE ENTITLED TO CONTINUATION COVERAGE UNDER THE
COMPANY'S HEALTH CARE PLANS AT THE COMPANY'S SOLE EXPENSE FOR THE 18-MONTH
PERIOD FOLLOWING THE DATE OF TERMINATION, WHICH PERIOD OF COVERAGE SHALL RUN
CONCURRENTLY WITH THE PERIOD OF CONTINUATION COVERAGE UNDER SECTION 4980B OF THE
CODE; AND
(3)
TO THE EXTENT NOT THERETOFORE PAID OR PROVIDED, THE COMPANY SHALL
TIMELY PAY OR PROVIDE TO THE EXECUTIVE ANY OTHER BENEFITS (AS DEFINED IN SECTION
6).
Notwithstanding the foregoing provisions of this Section 5(a), in the event that
the Executive is a "specified employee" within the meaning of Section 409A of
the Code (with such classification to be determined in accordance with the
methodology established by the applicable employer)(a "Specified Employee"),
cash amounts that would otherwise be payable under this Section 5(a) during the
six-month period immediately following the Date of Termination shall instead be
paid, with interest on any delayed payment at the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Code ("Interest"), on the first
business day after the date that is six months following the Executive's
"separation from service" within the meaning of Section 409A of the Code (the
"409A Payment Date").
(B)
DEATH.
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON OF
THE EXECUTIVE'S DEATH DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL PROVIDE
THE EXECUTIVE'S ESTATE OR BENEFICIARIES WITH THE ACCRUED OBLIGATIONS AND THE
TIMELY PAYMENT OR DELIVERY OF THE OTHER BENEFITS, AND SHALL HAVE NO OTHER
SEVERANCE OBLIGATIONS UNDER THIS AGREEMENT.
THE ACCRUED OBLIGATIONS SHALL BE
PAID TO THE EXECUTIVE'S ESTATE OR BENEFICIARY, AS APPLICABLE, IN A LUMP