MEAN,
WITHOUT EXECUTIVE'S CONSENT, (A) A REDUCTION IN EXECUTIVE'S BASE SALARY OR
ANNUAL BONUS OPPORTUNITY, (B) A SUBSTANTIAL REDUCTION IN EXECUTIVE'S DUTIES,
AUTHORITIES, AND RESPONSIBILITIES OR REMOVAL FROM EXECUTIVE OF THE TITLE OF
CHIEF EXECUTIVE OFFICER OF THE COMPANY, (C) THE EXECUTIVE'S REMOVAL FROM, OR
FAILURE TO BE RE-ELECTED TO THE BOARD, (D) THE ELIMINATION OR REDUCTION OF
EXECUTIVE'S ELIGIBILITY TO PARTICIPATE IN THE COMPANY'S BENEFIT PROGRAMS THAT IS
INCONSISTENT WITH THE ELIGIBILITY OF SIMILARLY SITUATED EMPLOYEES OF THE COMPANY
TO PARTICIPATE THEREIN, PROVIDED, HOWEVER, THAT ANY ADVERSE CHANGE TO THE TERMS
OF THE SUPPLEMENTAL PENSION BENEFIT SHALL BE DEEMED AN EVENT OF GOOD REASON,
(E) A TRANSFER OF EXECUTIVE'S PRIMARY WORKPLACE BY MORE THAN THIRTY-FIVE (35)
MILES FROM THE COMPANY'S OFFICES IN PRINCETON, NEW JERSEY, (F) ANY FAILURE BY
THE COMPANY TO PAY WHEN DUE ANY PAYMENT OWED TO EXECUTIVE WITHIN 15 DAYS AFTER
THE DATE SUCH PAYMENT BECOMES DUE OR (G) FAILURE OF ANY SUCCESSOR TO THE COMPANY
(WHETHER DIRECT OR INDIRECT AND WHETHER BY MERGER, ACQUISITION, CONSOLIDATION OR
OTHERWISE) TO ASSUME IN A WRITING DELIVERED TO THE EXECUTIVE, UPON THE ASSIGNEE
BECOMING SUCH, THE OBLIGATIONS OF THE COMPANY HEREUNDER; PROVIDED THAT EITHER OF
THE EVENTS DESCRIBED IN CLAUSES (A) AND (B) OF THIS SECTION 8(C)(II) SHALL
CONSTITUTE GOOD REASON ONLY IF THE COMPANY FAILS TO CURE SUCH EVENT WITHIN 30
DAYS AFTER RECEIPT FROM EXECUTIVE OF WRITTEN NOTICE OF THE EVENT WHICH
CONSTITUTES GOOD REASON; AND PROVIDED, FURTHER, THAT "GOOD REASON" SHALL CEASE
TO EXIST FOR AN EVENT ON THE 60TH DAY FOLLOWING THE LATER OF ITS OCCURRENCE OR
EXECUTIVE'S KNOWLEDGE THEREOF, UNLESS EXECUTIVE HAS GIVEN THE COMPANY WRITTEN
NOTICE THEREOF PRIOR TO SUCH DATE.
(III)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE (OTHER THAN BY REASON OF DEATH OR DISABILITY) OR IF EXECUTIVE RESIGNS FOR
GOOD REASON, EXECUTIVE SHALL BE ENTITLED TO RECEIVE:
(A)
THE ACCRUED RIGHTS
(B)
A LUMP SUM PRO RATA PORTION OF ANY ANNUAL
BONUS, IF ANY, THAT EXECUTIVE WOULD HAVE BEEN ENTITLED TO RECEIVE PURSUANT TO
SECTION 4 HEREOF FOR THE FISCAL YEAR IN WHICH SUCH TERMINATION OCCURS (BUT ONLY
TO THE EXTENT OF ACHIEVEMENT OF THE APPLICABLE PERFORMANCE STANDARDS FOR SUCH
YEAR) BASED UPON THE PERCENTAGE OF THE FISCAL YEAR THAT SHALL HAVE ELAPSED
THROUGH THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT, PAYABLE WHEN SUCH
ANNUAL BONUS WOULD HAVE OTHERWISE BEEN PAYABLE HAD EXECUTIVE'S EMPLOYMENT NOT
TERMINATED; PROVIDED, HOWEVER, THAT TO THE EXTENT THE ANNUAL BONUS IS SUBJECT TO
THE EXERCISE OF NEGATIVE DISCRETION, SUCH DISCRETION SHALL NOT BE EXERCISED TO
REDUCE EXECUTIVE'S ANNUAL BONUS BY A GREATER PERCENTAGE THAN IS APPLIED
GENERALLY TO SENIOR EXECUTIVES SUBJECT TO SUCH DISCRETION;
(C)
IN LIEU OF ANY OTHER CASH SEVERANCE OR
TERMINATION BENEFITS OTHERWISE PAYABLE TO EXECUTIVE UNDER ANY OTHER PLANS,
PROGRAMS OR ARRANGEMENTS OF THE COMPANY OR ITS AFFILIATES AND SUBJECT TO
EXECUTIVE'S CONTINUED COMPLIANCE WITH THE
7
PROVISIONS OF SECTION 9, PAYMENT OF AN AMOUNT EQUAL TO TWO TIMES THE SUM OF
(X) EXECUTIVE'S THEN BASE SALARY