FOLLOWING THE DATE OF
TERMINATION.
(E)
RETIREMENT.
IF THE EXECUTIVE RETIRES WITH AT LEAST 15 YEARS OF
SERVICE AND AFTER ATTAINING AGE 55, (I) THE COMPANY SHALL PAY TO THE EXECUTIVE,
WITHIN THIRTY BUSINESS DAYS AFTER THE DATE OF TERMINATION, ANY EARNED BUT UNPAID
ANNUAL BASE SALARY, (II) THE COMPANY SHALL PAY TO THE EXECUTIVE, WITHIN THIRTY
BUSINESS DAYS AFTER THE DATE OF TERMINATION, A PRORATED ANNUAL BONUS BASED ON
(A) THE TARGET ANNUAL BONUS OPPORTUNITY IN THE YEAR IN WHICH THE DATE OF
TERMINATION OCCURS OR THE PRIOR YEAR IF NO TARGET ANNUAL BONUS OPPORTUNITY HAS
YET BEEN DETERMINED AND (B) THE FRACTION OF THE YEAR THE EXECUTIVE WAS EMPLOYED,
(III) THE EXECUTIVE SHALL RECEIVE APPLICABLE RETIREE BENEFITS, IF ANY, PROVIDED
AT SUCH TIME BY THE COMPANY TO RETIREES OR AS THE COMPANY SHALL DETERMINE, AND
(IV) THE EXECUTIVE'S OUTSTANDING EQUITY-BASED AWARDS SHALL VEST ON THE DATE OF
TERMINATION, AND (V) THE EXECUTIVE'S VESTED EQUITY-AWARDS SHALL REMAIN
EXERCISABLE UNTIL THE LAST DAY OF THE OPTION TERM THEREOF. FOR AVOIDANCE OF
DOUBT, THE EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE BENEFITS PURSUANT TO THIS
SECTION 5(E) IF HE RECEIVES BENEFITS UNDER SECTION 5(A), (B), (C) AND (D).
6.
CERTAIN TAX CONSEQUENCES.
(A)
IF ANY PAYMENTS OR BENEFITS PAID OR PROVIDED OR TO BE PAID OR
PROVIDED TO THE EXECUTIVE OR FOR HIS BENEFIT PURSUANT TO THE TERMS OF THIS
AGREEMENT OR OTHERWISE IN CONNECTION WITH, OR ARISING OUT OF, HIS EMPLOYMENT
WITH THE COMPANY (A "PAYMENT" OR "PAYMENTS") WOULD BE SUBJECT TO ANY EXCISE TAX
(THE "EXCISE TAX") IMPOSED BY SECTION 4999 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), THEN THE
EXECUTIVE WILL BE ENTITLED TO RECEIVE AN ADDITIONAL PAYMENT (A "GROSS-UP
PAYMENT") IN AN AMOUNT SUCH THAT AFTER PAYMENT BY THE EXECUTIVE OF ALL TAXES
(INCLUDING ANY INTEREST, PENALTIES, ADDITIONAL TAX, OR SIMILAR ITEMS IMPOSED
WITH RESPECT THERETO AND THE EXCISE TAX), INCLUDING ANY SUCH TAXES IMPOSED UPON
THE GROSS-UP PAYMENT, THE EXECUTIVE RETAINS AN AMOUNT OF THE GROSS-UP PAYMENT
EQUAL TO THE EXCISE TAX IMPOSED UPON THE PAYMENTS.
(B)
AN INITIAL DETERMINATION AS TO WHETHER A GROSS-UP PAYMENT IS
REQUIRED PURSUANT TO THIS AGREEMENT AND THE AMOUNT OF SUCH GROSS-UP PAYMENT WILL
BE MADE AT THE COMPANY'S EXPENSE BY AN ACCOUNTING FIRM SELECTED BY THE COMPANY.
THE ACCOUNTING FIRM WILL PROVIDE ITS DETERMINATION, TOGETHER WITH DETAILED
SUPPORTING CALCULATIONS AND DOCUMENTATION, TO THE COMPANY AND THE EXECUTIVE
WITHIN 10 DAYS AFTER THE DATE OF TERMINATION, OR SUCH OTHER TIME AS REQUESTED BY
THE COMPANY OR BY THE EXECUTIVE.
IF THE ACCOUNTING FIRM DETERMINES THAT NO
EXCISE TAX IS PAYABLE BY THE EXECUTIVE WITH RESPECT TO A PAYMENT OR PAYMENTS, IT
WILL FURNISH THE EXECUTIVE WITH AN OPINION REASONABLY ACCEPTABLE TO THE
EXECUTIVE TO THAT EFFECT.
THE GROSS-UP PAYMENT, IF ANY, WILL BE PAID BY THE
COMPANY TO THE EXECUTIVE WITHIN THIRTY BUSINESS DAYS OF THE RECEIPT OF THE
ACCOUNTING FIRM'S DETERMINATION.
WITHIN 10 DAYS AFTER THE ACCOUNTING FIRM
DELIVERS ITS DETERMINATION TO THE EXECUTIVE,