DURING THE TWO-YEAR
PERIOD FOLLOWING THE DATE OF TERMINATION, CORPORATION SHALL CONTINUE TO PAY THE
PREMIUMS FOR THE TERM LIFE INSURANCE POLICY DESCRIBED IN SECTION 3(C) ABOVE.
(V)
SECTION 4(B)(VIII) OF THIS AGREEMENT SHALL APPLY IN THE EVENT THAT
ANY PAYMENT, ENTITLEMENT, BENEFIT OR DISTRIBUTION TO OFFICER OR FOR OFFICER'S
BENEFIT (WHETHER PAID OR PAYABLE OR DISTRIBUTED OR DISTRIBUTABLE PURSUANT TO THE
TERMS OF THIS AGREEMENT OR OTHERWISE AND WHETHER PURSUANT TO OR BY REASON OF ANY
OTHER AGREEMENT, POLICY, PLAN, PROGRAM OR ARRANGEMENT, INCLUDING WITHOUT
LIMITATION ANY STOCK OPTION, RESTRICTED STOCK, RESTRICTED STOCK UNIT, STOCK
APPRECIATION RIGHT OR SIMILAR RIGHT, OR THE LAPSE OR TERMINATION OF ANY
RESTRICTION ON OR THE VESTING OR EXERCISABILITY OF ANY OF THE FOREGOING) WOULD
BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE CODE OR TO ANY
SIMILAR TAX IMPOSED BY FEDERAL, STATE OR LOCAL LAW OR ANY INTEREST OR PENALTIES
IMPOSED WITH RESPECT TO SUCH EXCISE OR OTHER SIMILAR TAX.
(D)
TERMINATION UPON DEATH OR DISABILITY.
IF, DURING THE EMPLOYMENT
PERIOD (BUT NOT FOLLOWING THE EXPIRATION OF THE EMPLOYMENT PERIOD), OFFICER'S
EMPLOYMENT IS TERMINATED DUE TO HIS DEATH OR DISABILITY, OFFICER (OR OFFICER'S
ESTATE) SHALL BE ENTITLED TO THE
15
BENEFITS PROVIDED BELOW (IN ADDITION TO THE PAYMENTS AND ENTITLEMENTS IN
SECTION 4(A)), SUBJECT TO TAX WITHHOLDING AND OTHER AUTHORIZED DEDUCTIONS:
(I)
CORPORATION SHALL PAY OFFICER (OR OFFICER'S ESTATE), AT THE TIME
SPECIFIED IN SECTION 4(E), A LUMP SUM CASH AMOUNT EQUAL TO OFFICER'S TARGET
BONUS FOR THE YEAR IN WHICH THE DATE OF TERMINATION OCCURS, PRO-RATED BASED ON
THE NUMBER OF DAYS IN SUCH YEAR THAT HAD ELAPSED AS OF THE DATE OF TERMINATION.
(II)
OFFICER (OR OFFICER'S ESTATE) SHALL BE ENTITLED TO ACCELERATED
VESTING AS OF THE DATE OF TERMINATION OF ANY THEN-OUTSTANDING AWARDS GRANTED TO
OFFICER UNDER CORPORATION'S STOCK AND OTHER EQUITY AND LONG-TERM INCENTIVE PLANS
(TO THE EXTENT SUCH AWARDS HAVE NOT PREVIOUSLY BECOME VESTED).
ANY STOCK
OPTIONS THAT ARE THEN VESTED (INCLUDING ANY THAT BECOME VESTED PURSUANT TO THE
PRECEDING SENTENCE) AND THAT ARE GRANTED TO OFFICER ON OR AFTER THE EFFECTIVE
DATE SHALL, NOTWITHSTANDING ANY PROVISION OF ANY APPLICABLE PLAN OR AWARD
AGREEMENT, REMAIN EXERCISABLE UNTIL THE LATER OF (X) THREE (3) YEARS AFTER THE
DATE OF TERMINATION OR (Y) THE DATE SPECIFIED IN THE APPLICABLE PLAN OR AWARD
AGREEMENT; PROVIDED IN NO EVENT SHALL ANY STOCK OPTION BE EXERCISABLE BEYOND ITS
ORIGINAL EXPIRATION DATE.
NOTWITHSTANDING THE FOREGOING TWO SENTENCES, ANY
EQUITY-BASED AWARDS THAT ARE SUBJECT TO FORFEITURE AND/OR VESTING REQUIREMENTS
BASED ON THE SATISFACTION OF PERFORMANCE-BASED CRITERIA, TO THE EXTENT THAT SUCH
AWARDS ARE OUTSTANDING AS OF THE DATE OF TERMINATION, SHALL CONTINUE TO BE
GOVERNED BY THE PROVISIONS OF THE APPLICABLE AWARD AGREEMENT IN THE
CIRCUMSTANCES; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT ANY SUCH
THEN-OUTSTANDING EQUITY-BASED AWARDS ARE SUBJECT TO FORFEITURE AND/OR VESTING
REQUIREMENTS BASED ON THE PASSAGE OF TIME, SUCH AWARDS SHALL BE FULLY
ACCELERATED WITH RESPECT TO SUCH TIME-BASED FORFEITURE AND/OR VESTING
PROVISIONS.
(III)
OFFICER AND HIS