ON
THE COMMENCEMENT DATE, (II) A REDUCTION IN THE RATE OF EXECUTIVE'S BASE SALARY
AND (III) THE COMPANY'S MATERIAL BREACH OF ANY OF ITS OBLIGATIONS HEREUNDER.
(D)
NOTICE OF TERMINATION.
ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT
BY THE COMPANY PURSUANT TO SECTION 7(A) OR 7(B), OR BY EXECUTIVE PURSUANT TO
SECTION 7(B), SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF TERMINATION ADDRESSED
TO THE OTHER PARTY TO THIS AGREEMENT.
A "NOTICE OF TERMINATION" SHALL MEAN A
NOTICE STATING THAT EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAS BEEN OR WILL BE
TERMINATED AND THE SPECIFIC PROVISIONS OF THIS SECTION 7 UNDER WHICH SUCH
TERMINATION IS BEING EFFECTED.
(E)
DATE OF TERMINATION.
AS USED IN THIS AGREEMENT, THE TERM "DATE OF
TERMINATION" SHALL MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
EXECUTIVE'S DEATH, THE DATE OF EXECUTIVE'S DEATH, AND (II) IF EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE LATEST OF THE DATE ON WHICH
NOTICE OF TERMINATION IS GIVEN, THE DATE OF TERMINATION SPECIFIED IN SUCH NOTICE
AND THE DATE ANY APPLICABLE CORRECTION PERIOD ENDS, PROVIDED THAT IF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED BY EXECUTIVE WITHOUT GOOD REASON, THE
DATE THAT IS 90 DAYS AFTER THE DATE ON WHICH NOTICE OF TERMINATION IS GIVEN AS
CONTEMPLATED BY SECTION 7(D) OR, IF NO SUCH NOTICE IS GIVEN, 90 DAYS AFTER THE
DATE OF TERMINATION OF EMPLOYMENT.
(F)
PAYMENTS UPON CERTAIN TERMINATIONS.
(I)
TERMINATION DUE TO DEATH OR DISABILITY.
IF EXECUTIVE'S
EMPLOYMENT SHALL TERMINATE DUE TO EXECUTIVE'S DEATH OR IF THE COMPANY TERMINATES
EXECUTIVE'S EMPLOYMENT DUE TO DISABILITY, IN EACH CASE, DURING THE EMPLOYMENT
PERIOD, THE COMPANY SHALL PAY TO EXECUTIVE (OR, FOLLOWING EXECUTIVE'S DEATH,
EXECUTIVE'S BENEFICIARIES):
5
(A)
ANY ACCRUED AND UNPAID BASE SALARY AND VACATION EARNED THROUGH THE
DATE OF TERMINATION (THE "ACCRUED OBLIGATIONS"), ON THE TENTH DAY AFTER THE DATE
OF TERMINATION (OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE NEXT BUSINESS DAY
AFTER SUCH DAY), PLUS
(B)
A CASH PAYMENT (THE "PRO-RATA BONUS") EQUAL TO A PRO RATA PORTION
OF EXECUTIVE'S ANNUAL BONUS OPPORTUNITY UNDER THE MIP FOR THE FISCAL YEAR OF THE
COMPANY THAT INCLUDES THE DATE OF TERMINATION, BASED ON COMPANY PERFORMANCE
THROUGH THE DATE OF TERMINATION AND THE NUMBER OF DAYS EXECUTIVE WAS EMPLOYED BY
THE COMPANY DURING SUCH FISCAL YEAR (AS DETERMINED BY THE COMPENSATION COMMITTEE
IN ITS SOLE DISCRETION), ON THE SAME DATE AS OTHER SENIOR EXECUTIVES RECEIVE
THEIR ANNUAL BONUSES UNDER THE MIP FOR THE FISCAL YEAR OF THE COMPANY THAT
INCLUDES THE DATE OF TERMINATION, PLUS
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE PLAN OR
THE APPLICABLE OPTION OR RESTRICTED STOCK AGREEMENT, 50% OF ANY REMAINING
UNVESTED PORTION OF THE OPTION AND THE RESTRICTED STOCK WILL VEST (AND, IN THE
CASE OF THE OPTION, BECOME EXERCISABLE) AS OF THE DATE OF TERMINATION, AND SUCH
OPTION AND RESTRICTED STOCK WILL OTHERWISE REMAIN SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN AND THE APPLICABLE OPTION AND RESTRICTED STOCK AGREEMENT,
AS THE CASE MAY BE.
(II)
TERMINATION WITHOUT