YEAR OF TERMINATION AND THE DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF
DAYS IN THE YEAR OF TERMINATION;
(IV)
STOCK OPTIONS HELD BY EXECUTIVE AT TERMINATION, IF NOT THEN VESTED
AND EXERCISABLE, WILL BECOME FULLY VESTED AND EXERCISABLE AT THE DATE OF SUCH
TERMINATION, AND, IN OTHER RESPECTS (INCLUDING THE PERIOD FOLLOWING TERMINATION
DURING WHICH SUCH OPTIONS MAY BE EXERCISED), SUCH OPTIONS SHALL BE GOVERNED BY
THE PLANS AND PROGRAMS AND THE AGREEMENTS AND OTHER DOCUMENTS PURSUANT TO WHICH
SUCH OPTIONS WERE GRANTED;
(V)
ANY PERFORMANCE OBJECTIVES UPON WHICH THE EARNING OF
PERFORMANCE-BASED RESTRICTED STOCK AND DEFERRED STOCK AWARDS AND OTHER LONG-TERM
INCENTIVE AWARDS IS CONDITIONED SHALL BE DEEMED TO HAVE BEEN MET AT TARGET LEVEL
AT THE DATE OF TERMINATION, AND RESTRICTED STOCK AND DEFERRED STOCK AWARDS,
INCLUDING OUTSTANDING PERS AWARDS, AND OTHER LONG-TERM INCENTIVE AWARDS (TO THE
EXTENT THEN OR PREVIOUSLY EARNED, IN THE CASE OF PERFORMANCE-BASED AWARDS) SHALL
BECOME FULLY VESTED AND NON-FORFEITABLE AT THE DATE OF SUCH TERMINATION, AND, IN
OTHER RESPECTS, SUCH AWARDS SHALL BE GOVERNED BY THE PLANS AND PROGRAMS AND THE
AGREEMENTS AND OTHER DOCUMENTS PURSUANT TO WHICH SUCH AWARDS WERE GRANTED;
(VI)
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 SERP AND ANY OTHER BENEFIT PLAN SHALL BE GOVERNED BY SUCH PLAN, AS
MODIFIED BY THIS AGREEMENT; AND
(VII)
FOR A PERIOD OF TWO YEARS AFTER SUCH TERMINATION (BUT NOT AFTER
EXECUTIVE ATTAINS AGE 65), EXECUTIVE SHALL CONTINUE TO PARTICIPATE IN THOSE
EMPLOYEE AND EXECUTIVE BENEFIT PLANS AND PROGRAMS UNDER SECTION 5(B) TO THE
EXTENT SUCH PLANS AND PROGRAMS PROVIDE MEDICAL INSURANCE, DISABILITY INSURANCE
AND LIFE INSURANCE BENEFITS (BUT NOT OTHER BENEFITS, SUCH AS PENSION AND
RETIREMENT BENEFITS, PROVIDED UNDER SECTION 5(B)) IN WHICH EXECUTIVE WAS
PARTICIPATING IMMEDIATELY PRIOR TO TERMINATION, THE TERMS OF WHICH ALLOW
EXECUTIVE'S CONTINUED PARTICIPATION, AS IF EXECUTIVE HAD CONTINUED IN EMPLOYMENT
WITH THE COMPANY DURING SUCH PERIOD; PROVIDED, HOWEVER, THAT SUCH PARTICIPATION
SHALL TERMINATE, OR THE BENEFITS UNDER SUCH PLANS AND PROGRAMS SHALL BE REDUCED,
IF AND TO THE EXTENT EXECUTIVE BECOMES COVERED (OR IS ELIGIBLE TO BECOME
COVERED) BY PLANS OF A SUBSEQUENT EMPLOYER OR OTHER ENTITY TO WHICH EXECUTIVE
PROVIDES SERVICES DURING SUCH PERIOD PROVIDING COMPARABLE BENEFITS.
IF THE
TERMS OF THE COMPANY PLANS AND PROGRAMS REFERRED TO IN THIS SECTION 7(C)(VII) DO
NOT ALLOW
14
EXECUTIVE'S CONTINUED PARTICIPATION, EXECUTIVE SHALL BE PAID A CASH PAYMENT
EQUIVALENT ON AN AFTER-TAX BASIS TO THE VALUE OF THE ADDITIONAL BENEFITS
DESCRIBED IN THIS SECTION 7(C)(VII) EXECUTIVE WOULD HAVE RECEIVED UNDER SUCH
PLANS OR PROGRAMS HAD EXECUTIVE CONTINUED TO BE EMPLOYED DURING SUCH PERIOD,
WITH SUCH BENEFITS PROVIDED BY THE COMPANY AT THE SAME TIMES AND IN THE SAME
MANNER AS SUCH BENEFITS WOULD HAVE BEEN PROVIDED TO EXECUTIVE UNDER SUCH PLANS
AND PROGRAMS (IT BEING UNDERSTOOD THAT THE VALUE OF ANY INSURANCE-PROVIDED
BENEFITS WILL BE BASED ON THE PREMIUM COST TO EXECUTIVE, WHICH SHALL NOT EXCEED
THE HIGHEST RISK