Executive may be otherwise entitled to receive pursuant to the terms of
any written retirement, pension or other employee benefit or compensation plan
maintained by the Company at the time or times provided therein.
5.2
Payments in the Event of Any Other
Termination of Employment.
If Executive's employment hereunder is terminated by
the Company other than for Cause, or by Executive for Good Reason:
(A)
THE COMPANY SHALL PAY EXECUTIVE (I) HIS ACCRUED AND UNPAID BASE SALARY
THROUGH THE DATE OF TERMINATION, (II) ANY BONUS UNDER THE KEY EMPLOYEE CASH
INCENTIVE BONUS PROGRAM, OR ANY SUCCESSOR ANNUAL BONUS PLAN, (THE "INCENTIVE
BONUS") FOR ANY CALENDAR YEAR ENDED BEFORE THE DATE OF TERMINATION, (III) A PRO
RATA SHARE (BASED ON DAYS EMPLOYED DURING THE APPLICABLE YEAR) OF THE INCENTIVE
BONUS EXECUTIVE WOULD OTHERWISE HAVE RECEIVED WITH RESPECT TO THE YEAR IN WHICH
THE DATE OF TERMINATION OCCURS, PAYABLE AT THE TIME THE INCENTIVE BONUS WOULD
OTHERWISE BE PAYABLE TO EXECUTIVE; PROVIDED, HOWEVER, THAT 100% OF THE INCENTIVE
BONUS SHALL BE DETERMINED SOLELY WITH REFERENCE TO THE FINANCIAL PERFORMANCE OF
THE COMPANY FOR THE YEAR (BASED ON THE GOALS PREVIOUSLY ESTABLISHED WITH RESPECT
THERETO) (RATHER THAN A PORTION OF THE INCENTIVE BONUS DETERMINED ON THE BASIS
OF INDIVIDUAL PERFORMANCE); PROVIDED, FURTHER, IN THE EVENT THAT COMPANY'S
PERFORMANCE EXCEEDS 100% OF THE FINANCIAL PERFORMANCE TARGET FOR THE YEAR, THAT
PORTION OF THE INCENTIVE BONUS THAT WOULD HAVE, BUT FOR THIS SECTION 5.2(A),
RELATED TO THE ACHIEVEMENT OF THE INDIVIDUAL PERFORMANCE TARGET SHALL BE 100%
AND (IV) ANY VESTED OR ACCRUED AND UNPAID PAYMENTS, RIGHTS OR BENEFITS EXECUTIVE
MAY BE OTHERWISE ENTITLED TO RECEIVE PURSUANT TO THE TERMS OF ANY WRITTEN
RETIREMENT, PENSION OR OTHER EMPLOYEE BENEFIT OR COMPENSATION PLAN MAINTAINED BY
THE COMPANY AT THE TIME OR TIMES PROVIDED THEREIN.
(B)
IN ADDITION TO THE COMPENSATION AND BENEFITS DESCRIBED IN SECTION 5.2(A):
(I)
THE COMPANY SHALL PAY EXECUTIVE, NO
LATER THAN THIRTY (30) DAYS FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT, A
LUMP SUM AMOUNT EQUAL TO TWO (2) TIMES THE SUM OF (I) EXECUTIVE'S ANNUAL BASE
SALARY AND (II) THE TARGET INCENTIVE BONUS 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 INCENTIVE BONUS FOR THE IMMEDIATELY PRECEDING YEAR).
(ii)
With regard to group life insurance and
group medical and dental insurance, until the earlier of the fourth anniversary
of Executive's Date of
3
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 medical and dental insurance as if Executive
were still employed by the Company hereunder during such period.
(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