(VIII) FAILURE TO ELECT
EXECUTIVE AS CHAIRMAN OF THE BOARD BY JANUARY 1, 2007 OR, IF THE INITIAL PUBLIC
OFFERING OF THE COMMON STOCK IS DELAYED DUE TO MARKET CONDITIONS, THE FAILURE TO
BE ELECTED CHAIRMAN OF THE BOARD BY MARCH 31, 2007; IN EACH CASE PROVIDED THAT,
WITHIN 30 DAYS OF ANY SUCH OCCURRENCE, THE EXECUTIVE SHALL HAVE DELIVERED TO THE
BOARD AND THE COMPANY A NOTICE OF TERMINATION THAT SPECIFICALLY IDENTIFIES SUCH
OCCURRENCE AND THE COMPANY SHALL HAVE FAILED TO CURE SUCH CIRCUMSTANCE WITHIN 10
DAYS OF RECEIPT OF SUCH NOTICE.
(E)
RETIREMENT.
UNLESS OTHERWISE AGREED TO BY
THE EXECUTIVE AND THE COMPANY, THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
TERMINATE AS OF THE FIRST DAY OF THE MONTH COINCIDENT WITH OR NEXT FOLLOWING THE
EXECUTIVE'S 65TH BIRTHDAY ("RETIREMENT").
IN THE EVENT OF SUCH TERMINATION OF
EMPLOYMENT, THE EXECUTIVE SHALL ONLY BE ENTITLED TO THE PAYMENTS AND BENEFITS
PROVIDED FOR IN SECTION 5(F)(I) AND SECTION 5(F)(II).
(F)
PAYMENTS UPON TERMINATIONS.
(I)
ALL TERMINATIONS.
FOLLOWING ANY
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER (BY THE EXECUTIVE OR BY THE
COMPANY), THE COMPANY WILL PAY THE EXECUTIVE (A) HIS FULL BASE SALARY THROUGH
THE DATE OF TERMINATION ONLY AND (B) EXCEPT IN THE CASE OF A TERMINATION FOR
CAUSE, EARNED BUT UNPAID ANNUAL BONUS FOR THE YEAR PRECEDING THE YEAR IN WHICH
THE DATE OF TERMINATION OCCURS AND ACCRUED BUT UNPAID ANNUAL VACATION.
THE
EXECUTIVE SHALL ALSO RETAIN ALL OF HIS RIGHTS TO BENEFITS PROVIDED FOR UNDER THE
TERMS OF THE EMPLOYEE AND EXECUTIVE BENEFIT PLANS OF THE COMPANY IN WHICH THE
EXECUTIVE IS A PARTICIPANT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF SUCH
PLANS AS IN EFFECT FROM TIME TO TIME, AS WELL AS THE STOCK INCENTIVE PLAN AND
THE MANAGEMENT EQUITY AGREEMENTS.
THE PAYMENTS AND BENEFITS PROVIDED HEREUNDER
SHALL BE IN LIEU OF ANY PAYMENTS OR BENEFITS TO WHICH THE EXECUTIVE MAY BE
ENTITLED UNDER THE TERMS OF ANY SEVERANCE PLAN OR PROGRAM OF THE COMPANY, IF
ANY, AS IN EFFECT ON THE DATE OF TERMINATION.
(II)
DEATH, DISABILITY OR RETIREMENT.
IN THE
CASE OF TERMINATION UPON THE EXECUTIVE'S DEATH, DISABILITY OR RETIREMENT, THE
EXECUTIVE (OR HIS ESTATE OR BENEFICIARY) SHALL BE ENTITLED TO PROMPT PAYMENT OF
THE RETENTION AWARD (TO THE EXTENT NOT PREVIOUSLY PAID) AND A PAYMENT OF THE
ANNUAL BONUS
THAT WOULD HAVE BEEN PAYABLE UNDER THE EXECUTIVE INCENTIVE PLAN FOR THE CALENDAR
YEAR THAT INCLUDES THE DATE OF TERMINATION (AND FOR WHICH ANY SUBJECTIVE
PERFORMANCE GOALS WILL BE DEEMED SATISFIED AT TARGET), EXCEPT THAT SUCH BONUS
SHALL BE PRO RATED BASED ON THE PORTION OF SUCH YEAR THAT INCLUDES THE
EMPLOYMENT PERIOD AND SHALL BE PAYABLE WHEN SUCH BONUSES ARE OTHERWISE PAID TO
THE COMPANY'S SENIOR EXECUTIVES (THE "PRO RATA BONUS").
(III)
WITHOUT CAUSE/FOR GOOD REASON.
IN THE EVENT
OF A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR A
TERMINATION BY THE EXECUTIVE OF HIS EMPLOYMENT FOR GOOD REASON, SUBJECT TO
ENTERING INTO A RELEASE OF CLAIMS IN THE FORM