FOREGOING, IN THE EVENT EXECUTIVE FAILS TO PAY
ANY REQUIRED CONTRIBUTION OR PREMIUM OR BECOMES EMPLOYED WITH ANOTHER EMPLOYER
AND BECOMES ELIGIBLE TO RECEIVE SUBSTANTIALLY SIMILAR OR IMPROVED MEDICAL,
DENTAL OR VISION BENEFITS FROM SUCH EMPLOYER (WHETHER OR NOT EXECUTIVE ACCEPTS
SUCH BENEFITS), THE COMPANY'S OBLIGATIONS UNDER THIS SECTION 4(B)(V) SHALL
IMMEDIATELY CEASE, EXCEPT THAT THE COMPANY'S OBLIGATION TO CONTINUE TO MAKE
AVAILABLE CONTINUATION COVERAGE UNDER COBRA AT THE FULL COBRA RATES SHALL BE
DETERMINED IN ACCORDANCE WITH COBRA.
EXECUTIVE WILL NOTIFY THE COMPANY OF
EXECUTIVE'S ELIGIBILITY FOR MEDICAL, DENTAL OR VISION BENEFITS FROM A SUBSEQUENT
EMPLOYER WITHIN THIRTY (30) DAYS OF SUCH ELIGIBILITY; AND
(VI)
WITH RESPECT TO OUTSTANDING EQUITY AWARDS HELD
BY THE EXECUTIVE AS OF THE DATE OF TERMINATION, ALL STOCK OPTIONS AND STOCK
APPRECIATION RIGHTS THAT WOULD BECOME VESTED AND EXERCISABLE IF THE EXECUTIVE
HAD CONTINUED TO BE EMPLOYED WITH THE COMPANY DURING THE TWELVE (12) MONTH
PERIOD COMMENCING ON THE
7
Date of Termination shall vest and become exercisable and the restrictions on
all restricted stock awards, restricted stock units and other equity or
incentive awards that would have lapsed if the Executive had continued to be
employed with the Company during the twelve (12) month period commencing on the
Date of Termination shall lapse and such awards shall become immediately
payable.
(C)
OTHER THAN FOR CAUSE OR FOR GOOD REASON
FOLLOWING A CHANGE IN CONTROL; DELIVERY OF NON-RENEWAL NOTICE FOLLOWING A CHANGE
IN CONTROL; BY EXECUTIVE DURING THE WINDOW PERIOD.
IF, DURING THE EMPLOYMENT
PERIOD, THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED (X) BY REASON
OF A QUALIFYING TERMINATION (1) DURING THE PERIOD OF TIME BEGINNING WITH A
CHANGE IN CONTROL AND ENDING AT THE END OF THE WINDOW PERIOD (THE "CHANGE IN
CONTROL TERMINATION PERIOD") OR (2) PRIOR TO THE CHANGE IN CONTROL TERMINATION
PERIOD AND THE EXECUTIVE REASONABLY DEMONSTRATES THAT SUCH TERMINATION WAS AT
THE REQUEST OF A THIRD PARTY WHO HAD INDICATED AN INTENTION OR TAKEN STEPS
REASONABLY CALCULATED TO EFFECT SUCH CHANGE IN CONTROL AND WHO EFFECTUATES SUCH
CHANGE IN CONTROL (OR SUCH TERMINATION WAS OTHERWISE IN ANTICIPATION OF SUCH
CHANGE IN CONTROL) OR (Y) BY THE EXECUTIVE FOR ANY REASON DURING THE WINDOW
PERIOD, THEN, SUBJECT TO SECTION 5 AND SECTION 15, THE COMPANY SHALL PAY OR
PROVIDE THE EXECUTIVE (OR THE EXECUTIVE'S BENEFICIARY OR ESTATE) WITH THE
FOLLOWING PAYMENTS OR BENEFITS:
(I)
A LUMP-SUM CASH AMOUNT WITHIN THIRTY (30) DAYS FOLLOWING THE DATE
OF TERMINATION (OR, IF LATER, THE DATE OF THE CHANGE IN CONTROL) EQUAL TO THE
ACCRUED AMOUNTS;
(II)
THE OTHER BENEFITS;
(III)
A LUMP-SUM CASH AMOUNT WITHIN THE CALENDAR YEAR NEXT FOLLOWING
THE CALENDAR YEAR DURING WHICH THE DATE OF TERMINATION OCCURS EQUAL TO THE
PRO-RATA BONUS;
(IV)
A LUMP-SUM CASH AMOUNT WITHIN THIRTY (30) DAYS FOLLOWING THE DATE
OF TERMINATION (OR, IF LATER, THE DATE OF THE CHANGE IN CONTROL) EQUAL TO TWO
TIMES THE SUM OF: (A) EXECUTIVE'S HIGHEST RATE OF ANNUAL BASE SALARY DURING THE
12-MONTH PERIOD PRIOR TO THE