LAST DAY OF THE TERM, AND (Y)
THE THIRD ANNIVERSARY OF THE DATE OF TERMINATION (THE "SEVERANCE PERIOD") AND
(B) IF, AS OF THE DATE OF TERMINATION, THE COMPANY HAS ACHIEVED THE PERFORMANCE
OBJECTIVES ESTABLISHED UNDER THE COMPANY'S ANNUAL INCENTIVE COMPENSATION PLAN
FOR THE CALENDAR YEAR THAT INCLUDES THE DATE OF TERMINATION, PRO RATED ON THE
BASIS OF THE FRACTION DESCRIBED IN THE IMMEDIATELY FOLLOWING CLAUSE (B)(2)
HEREOF, AN AMOUNT, PAYABLE IN ONE LUMP SUM AS SOON AS REASONABLY PRACTICABLE
FOLLOWING RECEIPT BY EMPLOYER OF EMPLOYER'S OR HOLDING'S FINANCIAL STATEMENTS
FOR SUCH CALENDAR YEAR (ACCOMPANIED BY AN AUDIT REPORT OF ITS ACCOUNTANTS)
THROUGH THE DATE OF TERMINATION, EQUAL TO THE PRODUCT OF (1) THE AMOUNT OF
INCENTIVE COMPENSATION THAT WOULD HAVE BEEN PAYABLE TO EXECUTIVE FOR SUCH
CALENDAR YEAR UNDER THE ANNUAL INCENTIVE COMPENSATION PLAN HAD HE REMAINED
EMPLOYED FOR THE ENTIRE CALENDAR YEAR, MULTIPLIED BY (2) A FRACTION, THE
NUMERATOR OF WHICH IS EQUAL TO THE NUMBER OF DAYS IN SUCH CALENDAR YEAR THAT
PRECEDE THE DATE OF TERMINATION AND THE DENOMINATOR OF WHICH IS EQUAL TO 365
(SUCH PRODUCT, THE "PRO RATA BONUS"), LESS (C) ANY AMOUNT PAID OR PAYABLE TO
EXECUTIVE UNDER THE TERMS OF ANY SEVERANCE PLAN OR PROGRAM OF HOLDING, EMPLOYER
OR ANY OF THEIR RESPECTIVE SUBSIDIARIES AS IN EFFECT ON THE DATE OF TERMINATION;
PROVIDED THAT EMPLOYER MAY, AT ANY TIME, PAY TO EXECUTIVE IN A SINGLE LUMP SUM
AND IN SATISFACTION OF EMPLOYER'S OBLIGATIONS UNDER CLAUSES (A) AND (B) OF THIS
SECTION 7(F)(I), AN
7
AMOUNT EQUAL TO (X) THE INSTALLMENTS OF THE BASE SALARY THEN REMAINING TO BE
PAID TO EXECUTIVE PURSUANT TO CLAUSE (A) ABOVE, AND THE AMOUNT, IF ANY, THEN
REMAINING TO BE PAID TO EXECUTIVE PURSUANT TO CLAUSE (B) ABOVE, LESS (Y) THE
AMOUNT, IF ANY, REMAINING TO BE PAID TO EXECUTIVE PURSUANT TO ANY PLAN OR
PROGRAM IDENTIFIED UNDER CLAUSE (C) ABOVE.
IF EXECUTIVE'S EMPLOYMENT SHALL
TERMINATE AND HE IS ENTITLED TO RECEIVE CONTINUED PAYMENTS OF HIS BASE SALARY
UNDER CLAUSE (A) OF THIS SECTION 7(F)(I), EMPLOYER SHALL (X) CONTINUE TO PROVIDE
TO EXECUTIVE DURING THE SEVERANCE PERIOD THE LIFE, MEDICAL, DENTAL, ACCIDENTAL
DEATH AND DISMEMBERMENT AND PRESCRIPTION DRUG BENEFITS REFERRED TO IN SECTION 5
(THE "CONTINUED BENEFITS") AND (Y) REIMBURSE EXECUTIVE FOR EXPENSES INCURRED BY
HIM FOR OUTPLACEMENT AND CAREER COUNSELING SERVICES PROVIDED TO EXECUTIVE FOR AN
AGGREGATE AMOUNT NOT IN EXCESS OF THE LESSER OF (I) $25,000 AND (II) 20% OF
EXECUTIVE'S BASE SALARY.
EXECUTIVE SHALL NOT HAVE A DUTY TO MITIGATE THE COSTS
TO EMPLOYER UNDER THIS SECTION 7(F)(I), EXCEPT THAT PAYMENTS OF BASE SALARY AND
CONTINUED BENEFITS SHALL BE REDUCED OR CANCELED TO THE EXTENT OF ANY
COMPENSATION, FEES OR COMPARABLE BENEFIT COVERAGE EARNED BY (WHETHER OR NOT PAID
CURRENTLY) OR OFFERED TO EXECUTIVE DURING THE SEVERANCE PERIOD BY A SUBSEQUENT
EMPLOYER OR OTHER ENTITY FOR WHOM EXECUTIVE PERFORMS SERVICES INCLUDING
CONSULTING SERVICES.
(II)
IF EXECUTIVE'S EMPLOYMENT SHALL TERMINATE UPON HIS DEATH OR DISABILITY OR
IF EMPLOYER SHALL TERMINATE EXECUTIVE'S EMPLOYMENT FOR CAUSE