THEN
IN EFFECT, (B) A REDUCTION IN EXECUTIVE'S ANNUAL BONUS OPPORTUNITY TO LESS THAN
100% OF BASE SALARY OR A MATERIAL REDUCTION BY THE COMPANY OF BENEFITS TO WHICH
EXECUTIVE IS ENTITLED (OTHER THAN AN OVERALL REDUCTION IN BENEFITS THAT AFFECTS
SUBSTANTIALLY ALL FULL-TIME EMPLOYEES OF THE COMPANY), (C) EXECUTIVE'S REMOVAL
FROM THE POSITION OF CEO OF THE COMPANY, (D) A MATERIAL ADVERSE CHANGE IN
EXECUTIVE'S AUTHORITY, DUTIES AND RESPONSIBILITIES THAT IS SUBSTANTIALLY
INCONSISTENT WITH EXECUTIVE'S POSITION AS CEO OF THE COMPANY, (E) A RELOCATION
OF EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT WITH THE COMPANY OF MORE THAN 35
MILES FROM THE ATLANTA, GEORGIA METROPOLITAN AREA, (F) THE COMPANY'S FAILURE TO
PAY AMOUNTS TO WHICH EXECUTIVE IS ENTITLED UNDER THIS AGREEMENT, OR (G) THE
COMPANY'S GIVING WRITTEN NOTICE THAT IT ELECTS NOT TO EXTEND THE EMPLOYMENT TERM
PURSUANT TO SECTION 1 OF THIS AGREEMENT (BUT THIS CLAUSE (G) SHALL APPLY ONLY IF
EXECUTIVE WOULD BE LESS THAN AGE 62 AT THE END OF THE EMPLOYMENT TERM); PROVIDED
THAT ANY EVENT DESCRIBED IN CLAUSES (A) THROUGH (F) ABOVE 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;
PROVIDED, FURTHER, THAT GOOD REASON SHALL CEASE TO EXIST FOR AN EVENT DESCRIBED
IN CLAUSES (A) THROUGH (F) ABOVE 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)
OTHER THAN AS PROVIDED IN SECTION 8(C)(IV) BELOW, 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; AND
(B)
A LUMP SUM SEVERANCE PAYMENT EQUAL TO TWO (THE "SEVERANCE FACTOR")
TIMES THE SUM OF (I) EXECUTIVE'S THEN BASE SALARY, PLUS (II) EXECUTIVE'S TARGET
ANNUAL BONUS FOR THE FISCAL YEAR IN WHICH EXECUTIVE'S TERMINATION PURSUANT TO
THIS SECTION 8(C)(III) OCCURRED; PROVIDED THAT THE AMOUNT DESCRIBED IN THIS
CLAUSE (B) SHALL BE IN LIEU OF ANY OTHER CASH SEVERANCE PAYABLE TO EXECUTIVE
UNDER ANY OTHER PLANS, PROGRAMS OR ARRANGEMENTS OF THE COMPANY OR ITS AFFILIATES
(BUT EXCLUDING THE SERP) UP TO THE AMOUNT DESCRIBED IN THIS CLAUSE (B); AND
(C)
SUBJECT TO EXECUTIVE'S CONTINUED COMPLIANCE WITH THE PROVISIONS OF
SECTIONS 9 AND 10 OF THIS AGREEMENT (OTHER THAN A BREACH THAT IS INSUBSTANTIAL
AND INSIGNIFICANT, TAKING INTO ACCOUNT ALL OF THE CIRCUMSTANCES), FOR A PERIOD
OF 24 MONTHS FOLLOWING THE DATE OF SUCH TERMINATION (THE "WELFARE BENEFITS
CONTINUATION PERIOD"), CONTINUED PARTICIPATION IN THE HEALTH AND WELFARE PLANS
MAINTAINED BY THE COMPANY OR ANY OF ITS AFFILIATES AS IN EFFECT FROM TIME TO
TIME
5
DURING THE WELFARE BENEFITS CONTINUATION PERIOD, ON THE SAME BASIS AS THE
COMPANY AND ITS AFFILIATES PROVIDES SUCH PLANS FOR ITS THEN ACTIVELY EMPLOYED
EXECUTIVES (WHICH MAY INCLUDE, WITHOUT LIMITATION, MEDICAL, DENTAL, DISABILITY
AND LIFE INSURANCE), AND THE