THE
EXECUTIVE SUFFERS A "TOTAL DISABILITY" (AS DEFINED IN SECTION 4.2(B) HEREOF).
UPON TERMINATION FOR DEATH OR TOTAL DISABILITY, SUBJECT TO REDUCTION BY ANY
BENEFITS PAID OR PAYABLE TO THE EXECUTIVE, THE EXECUTIVE'S BENEFICIARIES OR
ESTATE UNDER ANY COMPANY-SPONSORED DISABILITY BENEFIT PLAN PROGRAM OR POLICY FOR
THE PERIOD FOLLOWING SUCH DATE OF TERMINATION, (A) THE COMPANY SHALL PAY TO THE
EXECUTIVE, GUARDIAN OR PERSONAL REPRESENTATIVE, AS THE CASE MAY BE, THE
EXECUTIVE'S CURRENT BASE SALARY FOR THE REMAINDER OF THE EMPLOYMENT PERIOD IN
EFFECT IMMEDIATELY PRIOR TO THE DATE OF TERMINATION AND (B) SUBJECT FURTHER TO
THE SOLE DISCRETION OF THE BOARD OR THE COMPENSATION COMMITTEE, THE COMPANY MAY
ALSO PAY TO THE EXECUTIVE, GUARDIAN OR PERSONAL REPRESENTATIVE, AS THE CASE MAY
BE, A PRORATED SHARE OF THE ANNUAL BONUS PURSUANT TO SECTION 3.2 HEREOF (BASED
ON THE PERIOD OF ACTUAL EMPLOYMENT) THAT THE EXECUTIVE WOULD HAVE BEEN ENTITLED
TO HAD THE EXECUTIVE WORKED THE FULL YEAR DURING WHICH THE TERMINATION OCCURRED,
PROVIDED THAT BONUS TARGETS ARE MET FOR THE YEAR OF SUCH TERMINATION.
ANY BONUS
SHALL BE PAYABLE AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE DETERMINATION
THEREOF, BUT IN NO EVENT LATER THAN MAY 15 OF THE FOLLOWING YEAR, AND IN
ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL PRACTICES AND PROCEDURES.
(B)
FOR PURPOSES OF THIS AGREEMENT, "TOTAL
DISABILITY" SHALL MEAN (I) IF THE EXECUTIVE IS SUBJECT TO A LEGAL DECREE OF
INCOMPETENCY (THE DATE OF SUCH DECREE BEING DEEMED THE DATE ON WHICH SUCH
DISABILITY OCCURRED), (II) THE WRITTEN DETERMINATION BY A PHYSICIAN SELECTED BY
THE COMPANY THAT, BECAUSE OF A MEDICALLY DETERMINABLE DISEASE, INJURY OR OTHER
PHYSICAL OR MENTAL DISABILITY, THE EXECUTIVE IS UNABLE SUBSTANTIALLY TO PERFORM,
WITH OR WITHOUT REASONABLE ACCOMMODATION, THE MATERIAL DUTIES OF THE EXECUTIVE
REQUIRED HEREBY, AND THAT SUCH DISABILITY HAS LASTED FOR NINETY (90) CONSECUTIVE
DAYS OR ANY ONE HUNDRED TWENTY (120) DAYS DURING THE IMMEDIATELY PRECEDING
TWELVE (12)-MONTH PERIOD OR IS, AS OF THE DATE OF DETERMINATION, REASONABLY
EXPECTED TO LAST SIX (6) MONTHS OR LONGER AFTER THE DATE OF DETERMINATION, IN
EACH CASE BASED UPON MEDICALLY AVAILABLE RELIABLE INFORMATION OR
(III) EXECUTIVE'S QUALIFYING FOR BENEFITS UNDER THE COMPANY'S LONG-TERM
DISABILITY COVERAGE, IF ANY.
IN CONJUNCTION WITH DETERMINING MENTAL AND/OR
PHYSICAL DISABILITY FOR PURPOSES OF THIS AGREEMENT, THE EXECUTIVE HEREBY
CONSENTS TO (X) ANY EXAMINATIONS THAT THE BOARD OR THE COMPENSATION COMMITTEE
DETERMINES ARE RELEVANT TO A DETERMINATION OF WHETHER THE EXECUTIVE IS MENTALLY
AND/OR PHYSICALLY DISABLED OR ARE REQUIRED BY THE COMPANY PHYSICIAN, (Y) FURNISH
SUCH MEDICAL INFORMATION AS MAY BE REASONABLY REQUESTED AND (Z) WAIVE ANY
APPLICABLE PHYSICIAN PATIENT PRIVILEGE THAT MAY ARISE BECAUSE OF SUCH
EXAMINATION.
(C)
WITH RESPECT TO OUTSTANDING STOCK OPTIONS
AND OTHER EQUITY-BASED AWARDS HELD BY THE EXECUTIVE AS OF THE DATE OF
TERMINATION PURSUANT TO THIS SECTION 4.2, (I) ANY SUCH OPTIONS THAT ARE NOT
VESTED OR EXERCISABLE AS OF SUCH DATE OF TERMINATION SHALL IMMEDIATELY EXPIRE
AND ANY SUCH EQUITY-BASED AWARDS THAT ARE NOT VESTED AS OF SUCH DATE OF
TERMINATION SHALL IMMEDIATELY BE