PLAN MAINTAINED BY
THE COMPANY AT THE TIME OR TIMES PROVIDED THEREIN OR (Y) SECTIONS 2.6 AND 3
HEREOF.
(B)
IN ADDITION TO THE COMPENSATION AND BENEFITS DESCRIBED IN
SECTION 5.2(A):
(I)
THE COMPANY SHALL PAY EXECUTIVE, AS SOON AS PRACTICABLE (BUT IN
NO EVENT LATER THAN TEN (10) DAYS) FOLLOWING EXECUTIVE'S TERMINATION OF
EMPLOYMENT, A LUMP SUM AMOUNT EQUAL TO THREE (3) TIMES THE SUM OF
(I) EXECUTIVE'S BASE SALARY AND (II) THE TARGET ANNUAL INCENTIVE COMPENSATION,
PURSUANT TO SECTION 2.2, FOR EXECUTIVE WITH RESPECT TO THE YEAR IN WHICH THE
DATE OF TERMINATION OCCURS (OR IF NO TARGET HAS BEEN SET FOR THAT YEAR, THE
TARGET ANNUAL INCENTIVE COMPENSATION FOR THE IMMEDIATELY PRECEDING YEAR);
PROVIDED THAT IN NO EVENT SHALL THE TARGET ANNUAL INCENTIVE COMPENSATION BE LESS
THAN 100% OF BASE SALARY.
(II)
(A)
EXECUTIVE SHALL BE ENTITLED TO ALL BENEFITS ACCRUED UNDER
THE SERP AND THE EXCESS PLAN, INCLUDING, IN THE CASE OF THE SERP, OF (I) SIX
OVER (II) THE NUMBER OF ADDITIONAL YEARS OF BENEFIT SERVICE EXECUTIVE IS
ENTITLED TO RECEIVE PURSUANT TO SECTION 2.6(B).
(B)
Any amounts accrued with respect to Executive
under the E-Commerce Plan, whether then vested or unvested, currently payable or
payable in the future, shall be paid to Executive in cash as soon as practicable
(but in no event later than ten (10) days) following Executive's termination of
employment, in a lump sum.
(III)
WITH REGARD TO GROUP LIFE INSURANCE AND GROUP DISABILITY
INSURANCE, UNTIL THE EARLIER OF THE THIRD ANNIVERSARY OF EXECUTIVE'S DATE OF
TERMINATION OR THE DATE EXECUTIVE IS EMPLOYED BY A NEW EMPLOYER, EXECUTIVE, HIS
DEPENDENTS, BENEFICIARIES AND ESTATE SHALL BE ENTITLED TO ALL BENEFITS UNDER
SUCH GROUP LIFE INSURANCE AND GROUP DISABILITY INSURANCE AS IF EXECUTIVE WERE
STILL EMPLOYED BY THE COMPANY HEREUNDER DURING SUCH PERIOD.
IF ANY SUCH
BENEFITS CANNOT BE PROVIDED TO EXECUTIVE FOR ANY REASON, THE COMPANY SHALL PAY
TO EXECUTIVE, OR PAY EXECUTIVE THE COST OF OBTAINING, SUCH BENEFITS.
5
(IV)
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR ALL RELOCATION EXPENSES
ASSOCIATED WITH THE RELOCATION OF EXECUTIVE AND HIS FAMILY MORE THAN FIFTY (50)
MILES FROM EXECUTIVE'S PRIMARY RESIDENCE ON THE DATE OF TERMINATION THAT OCCURS
WITHIN 36 MONTHS OF THE DATE OF TERMINATION CONSISTENT WITH THE COMPANY'S SENIOR
EXECUTIVE RELOCATION POLICIES.
(C)
EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY
PAYMENT PROVIDED FOR IN THIS SECTION 5.2 BY SEEKING OTHER EMPLOYMENT OR
OTHERWISE, AND NO SUCH PAYMENT SHALL BE OFFSET OR REDUCED AS A RESULT OF
EXECUTIVE OBTAINING NEW EMPLOYMENT.
(D)
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT,
THE COMPANY'S OBLIGATION TO MAKE THE PAYMENTS PROVIDED FOR IN
SECTIONS 5.2(A)(III) AND 5.2(B)(I), (II) AND (III) IS EXPRESSLY CONDITIONED UPON
THE EXECUTION AND DELIVERY OF A RELEASE IN THE FORM ATTACHED HERETO AS
APPENDIX A.
5.3
Payments for Certain Terminations of Employment After a Change in
Control or Emergence Date.
If Executive elects to terminate his employment for
any reason during the six month period commencing on