THEN CURRENT BASE SALARY TO
EXECUTIVE (IN THE CASE OF DISABILITY) OR EXECUTIVE'S LEGAL REPRESENTATIVES,
ESTATE, BENEFICIARIES OR HEIRS (IN THE CASE OF DEATH), IN ACCORDANCE WITH UT'S
THEN-PREVAILING EXECUTIVE PAYROLL PRACTICES, THROUGH THE END OF THE CALENDAR
YEAR FOLLOWING EXECUTIVE'S DEATH OR TERMINATION DUE TO DISABILITY, BUT SHALL
HAVE NO FURTHER OBLIGATION TO
8
EXECUTIVE OR EXECUTIVE'S LEGAL REPRESENTATIVES, ESTATE, BENEFICIARIES OR HEIRS
FOR ANY COMPENSATION, BENEFITS OR OTHER PAYMENTS HEREUNDER.
(B)
IN THE EVENT THAT TERMINATION OF EMPLOYMENT
IS DUE TO EXECUTIVE'S DISABILITY, THE PAYMENT OF BENEFITS UNDER UT'S SHORT-TERM
AND LONG-TERM DISABILITY INSURANCE PROGRAMS, IF ANY, TO THE EXTENT PAYABLE WITH
RESPECT TO ANY PERIOD PRIOR TO THE DATE OF TERMINATION, SHALL OFFSET UT'S
OBLIGATIONS UNDER SECTION 4.1(A).
(C)
EXCEPT AS OTHERWISE PROVIDED HEREIN OR AS
MAY BE REQUIRED BY LAW, EXECUTIVE'S PARTICIPATION IN ANY BENEFIT PLANS OF UT OR
ANY OF ITS AFFILIATES SHALL TERMINATE AS OF HER DATE OF TERMINATION.
4.2.
OTHER THAN NONQUALIFYING TERMINATION.
IF THE
EMPLOYMENT OF EXECUTIVE SHALL TERMINATE DURING THE TERM OF THIS AGREEMENT
(INCLUDING ANY EXTENSION OF SUCH TERM), OTHER THAN BY REASON OF A NONQUALIFYING
TERMINATION, THEN EXECUTIVE SHALL RECEIVE THE FOLLOWING SEVERANCE AS
COMPENSATION FOR SERVICES RENDERED.
(A)
LUMP SUM CASH PAYMENT.
WITHIN FIVE
(5) DAYS FOLLOWING THE DATE OF TERMINATION (OR, IF LATER, THE EFFECTIVENESS OF
THE RELEASE OF CLAIMS), EXECUTIVE SHALL RECEIVE A LUMP SUM CASH PAYMENT IN
AMOUNT EQUAL TO THE SUM OF THE FOLLOWING, SUBJECT TO THE EXECUTIVE'S EXECUTION
(AND NON-RELEASE) OF THE COMPANY'S STANDARD FORM OF RELEASE OF CLAIMS:
(I)
EXECUTIVE'S BASE SALARY FROM UT THROUGH THE DATE OF TERMINATION
AT THE RATE IN EFFECT PLUS ANY BENEFIT AWARDS (INCLUDING BOTH THE CASH AND STOCK
COMPONENTS), BONUS PAYMENTS AND INCENTIVE AWARDS WHICH PURSUANT TO THE TERMS OF
ANY PLANS HAVE BEEN EARNED OR BECOME PAYABLE, TO THE EXTENT NOT THERETOFORE
PAID;
(II)
AS PAYMENT IN LIEU OF A BONUS OR OTHER INCENTIVE PAYMENT TO BE
PAID HEREUNDER OR UNDER UT'S ANNUAL BONUS PLAN OR OTHER INCENTIVE OR OTHER
COMPARABLE PLAN FOR THE YEAR OF TERMINATION, AN AMOUNT EQUAL TO THE NUMBER OF
DAYS EXECUTIVE WAS EMPLOYED DURING THE YEAR BY UT PRIOR TO THE DATE OF
TERMINATION DIVIDED BY THE NUMBER OF DAYS IN THE YEAR MULTIPLIED BY 100% OF THE
GREATER OF EITHER (A) THE BONUS AND/OR OTHER INCENTIVE PAYMENTS AWARDED TO
EXECUTIVE FOR THE IMMEDIATELY PRECEDING YEAR, OR (B) THE AVERAGE ANNUAL BONUS
AND/OR OTHER INCENTIVE PAYMENTS PAID TO EXECUTIVE OVER THE PRECEDING TWO YEAR
PERIOD;
(III)
THREE (3) TIMES THE SUM OF: (A) EXECUTIVE'S HIGHEST ANNUAL RATE
OF BASE SALARY FROM UT IN EFFECT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE OF
TERMINATION, PLUS (B) THE GREATER OF THE BONUS AND/OR OTHER INCENTIVE PAYMENTS
AWARDED TO EXECUTIVE FOR THE IMMEDIATELY PRECEDING YEAR OR THE AVERAGE BONUS
AND/OR OTHER INCENTIVE PAYMENTS AWARDED TO THE EXECUTIVE FOR THE PREVIOUS TWO
YEARS.
(IV)
THE POSITIVE SPREAD FOR ANY NON-VESTED OPTIONS HELD BY EXECUTIVE,
PAYABLE UPON SURRENDER BY EXECUTIVE OF SUCH OPTIONS.