than six months after the earlier
of (y) the last event constituting such occurrence, or (z) the second
anniversary of the last event constituting the Change in Control.
Notwithstanding anything herein to the contrary, termination of employment by an
Executive for any reason during the 30-day window commencing one (1) year after
the date of a Change in Control shall be deemed to constitute Good Reason.
4.
NOTICE OF TERMINATION.
ANY TERMINATION
OF AN EXECUTIVE'S EMPLOYMENT BY THE CORPORATION PURSUANT TO SECTION 3(A) OR
(B) HEREOF SHALL BE COMMUNICATED BY A WRITTEN NOTICE INDICATING THE SPECIFIC
TERMINATION PROVISIONS IN THIS PROGRAM RELIED UPON, AND SETTING FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED (A
"NOTICE OF TERMINATION").
FOR PURPOSES OF THIS PROGRAM, NO PURPORTED
TERMINATION BY THE CORPORATION SHALL BE EFFECTIVE WITHOUT A NOTICE OF
TERMINATION.
5.
DATE OF TERMINATION.
IF AN EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE CORPORATION FOR DISABILITY, THE DATE OF
TERMINATION OF HIS EMPLOYMENT SHALL BE DEEMED TO OCCUR 30 DAYS AFTER NOTICE OF
TERMINATION IS DELIVERED TO HIM, PROVIDED THAT HE DOES NOT RETURN TO THE
PERFORMANCE OF HIS DUTIES ON A FULL-TIME BASIS DURING SUCH 30-DAY PERIOD.
IN
THE CASE OF DISABILITY, A NOTICE OF TERMINATION MAY NOT BE DELIVERED TO THE
EXECUTIVE BEFORE THE EXPIRATION OF THE PERIOD OF SIX MONTHS DESCRIBED IN
SECTION 3(A).
IF AN EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE CORPORATION FOR
ANY OTHER REASON, THE DATE OF TERMINATION OF HIS EMPLOYMENT SHALL BE DEEMED TO
OCCUR ON THE DATE ON WHICH NOTICE OF TERMINATION IS DELIVERED; PROVIDED THAT IF
WITHIN 30 DAYS AFTER ANY NOTICE OF TERMINATION IS GIVEN, THE EXECUTIVE NOTIFIES
THE CORPORATION IN WRITING THAT A DISPUTE EXISTS CONCERNING THE TERMINATION, THE
DATE OF TERMINATION SHALL BE THE DATE 14 DAYS AFTER DELIVERY OF SUCH WRITTEN
NOTIFICATION, AND THE EXECUTIVE'S DUTIES SHALL IN ANY EVENT CEASE ON THE DATE OF
DELIVERY OF THE NOTICE OF TERMINATION.
6.
SEVERANCE PAY.
(A)
IF THE CORPORATION TERMINATES AN
EXECUTIVE'S EMPLOYMENT OTHER THAN PURSUANT TO SECTION 3(A) OR (B) HEREOF, OR IF
THE EXECUTIVE TERMINATES HIS EMPLOYMENT FOR GOOD REASON, THEN THE CORPORATION
SHALL PAY TO THE EXECUTIVE AS SEVERANCE PAY IN A LUMP SUM AN AMOUNT EQUAL TO THE
PRODUCT OF (I) THE AVERAGE OF THE AGGREGATE ANNUAL SALARY AND BONUS PAID
(INCLUDING ANY AMOUNTS DEFERRED), DURING THE FIVE CALENDAR YEARS PRECEDING THE
CHANGE IN CONTROL OF THE CORPORATION, TO THE EXECUTIVE BY THE CORPORATION AND
ANY OF ITS SUBSIDIARIES SUBJECT TO UNITED STATES OR CANADIAN INCOME TAXES, AND
(II) THE FACTOR APPLICABLE TO THE EXECUTIVE IN THE FOLLOWING CHART:
4
Name
Factor
J. Conway
3.0
R. Story
3.0
G. Nichols
3.0
P. Folger
3.0
Any Vice President of the Corporation with at least ten years of service with
the Corporation or one of its subsidiaries (but only during a period in which
the subsidiary is wholly-owned by the Corporation) shall also be