SHALL NOT APPLY TO GRANTS MADE UNDER THE
OUTPERFORMANCE PLANS, WHICH SHALL BE GOVERNED BY THEIR TERMS AS IN EFFECT FROM
TIME TO TIME AND THE PROVISIONS OF SECTION 7(A)(III) ABOVE.
(V)
IN THE EVENT SUCH TERMINATION OCCURS IN CONNECTION WITH OR WITHIN
EIGHTEEN (18) MONTHS AFTER A CHANGE-IN-CONTROL THEN, IN ADDITION TO THE PAYMENTS
AND BENEFITS SET FORTH ABOVE (OR, AS SPECIFICALLY CITED BELOW, IN LIEU OF SUCH
PAYMENTS AND BENEFITS): (A) THE EMPLOYER SHALL PROVIDE TO EXECUTIVE OUTPLACEMENT
BENEFITS PROVIDED BY A NATIONALLY-RECOGNIZED OUTPLACEMENT FIRM OF EXECUTIVE'S
SELECTION, FOR A PERIOD OF UP TO TWO (2) YEARS FOLLOWING THE TERMINATION DATE
(SUCH BENEFITS ARE NOT TO EXCEED 25% OF THE AVERAGE ANNUAL BASE SALARY), (B) IN
LIEU OF THE SEVERANCE PAYMENT SET FORTH IN SECTION 7(A)(II), EXECUTIVE SHALL
RECEIVE AS SEVERANCE PAY AND IN LIEU OF ANY FURTHER COMPENSATION FOR PERIODS
SUBSEQUENT TO THE TERMINATION DATE, IN A SINGLE PAYMENT ON THE RELEASE
EFFECTIVENESS DATE, AN AMOUNT IN CASH EQUAL TO THREE (3) TIMES THE SUM OF (I)
THE AVERAGE ANNUAL BASE SALARY AND (II) THE AVERAGE ANNUAL CASH BONUS, (C) THE
CONTINUATION OF BENEFITS PROVIDED FOR IN THE FIRST SENTENCE OF SECTION 7(A)(III)
ABOVE SHALL BE EXTENDED FROM TWELVE (12) MONTHS TO THIRTY-SIX (36) MONTHS, BUT
SHALL OTHERWISE BE SUBJECT TO THE TERMS OF SECTION 7(A)(III) AND (D) NEITHER
EXECUTIVE NOR THE EMPLOYER SHALL BE REQUIRED TO EXECUTE THE RELEASE AGREEMENT
AND ALL REFERENCES THROUGHOUT TO THE RELEASE EFFECTIVENESS DATE SHALL REFER TO
THE TERMINATION DATE.
(B)
TERMINATION BY THE EMPLOYER FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON.
IF (I) EXECUTIVE IS TERMINATED BY THE EMPLOYER FOR CAUSE PURSUANT TO
SECTION 6(A)(III) ABOVE, OR (II) EXECUTIVE VOLUNTARILY TERMINATES HIS EMPLOYMENT
HEREUNDER WITHOUT GOOD REASON PURSUANT TO SECTION 6(B)(III) ABOVE, THEN THE
EMPLOYMENT PERIOD SHALL TERMINATE AS OF THE TERMINATION DATE AND EXECUTIVE SHALL
BE ENTITLED TO RECEIVE HIS EARNED AND ACCRUED BUT UNPAID BASE SALARY ON THE
TERMINATION DATE, BUT, FOR AVOIDANCE OF DOUBT, SHALL NOT BE ENTITLED TO ANY
ANNUAL CASH BONUS FOR THE YEAR IN WHICH THE TERMINATION OCCURS, SEVERANCE
PAYMENT, CONTINUATION OF BENEFITS OR ACCELERATION OF VESTING OR EXTENSION OF
EXERCISE PERIOD OF ANY EQUITY AWARDS, EXCEPT AS OTHERWISE PROVIDED IN THE
DOCUMENTATION APPLICABLE TO SUCH EQUITY AWARDS.
OTHER THAN AS MAY BE PROVIDED
UNDER SECTION 4 OR AS EXPRESSLY PROVIDED IN THIS SECTION 7(B), THE EMPLOYER
SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER FOLLOWING SUCH TERMINATION.
(C)
TERMINATION BY REASON OF DEATH.
IF EXECUTIVE'S EMPLOYMENT TERMINATES
DUE TO HIS DEATH, EXECUTIVE'S ESTATE (OR A BENEFICIARY DESIGNATED BY EXECUTIVE
IN WRITING PRIOR TO HIS DEATH) SHALL BE ENTITLED TO THE FOLLOWING PAYMENTS AND
BENEFITS:
(I)
ON THE TERMINATION DATE, EXECUTIVE'S ESTATE (OR A BENEFICIARY
DESIGNATED BY EXECUTIVE IN WRITING PRIOR TO HIS DEATH) SHALL RECEIVE AN AMOUNT
EQUAL TO ANY EARNED AND ACCRUED BUT UNPAID BASE SALARY AND A PRORATED ANNUAL
CASH BONUS (EQUAL TO THE AVERAGE ANNUAL CASH BONUS MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN