OF A CHANGE IN CONTROL AT
ANY TIME DURING THE TERM, SECTIONS 2, 3, 4, 5, 6 AND 7 OF THIS AGREEMENT SHALL
BECOME IMMEDIATELY BINDING AND EFFECTIVE.
(C)
THE PERIOD DURING WHICH THIS AGREEMENT
SHALL BE IN EFFECT (THE "TERM") SHALL COMMENCE AS OF THE DATE HEREOF AND SHALL
EXPIRE AS OF THE LATER OF (I) THE CLOSE OF BUSINESS ON THE THIRD ANNIVERSARY OF
THE DATE HEREOF, OR (II) THE EXPIRATION OF THE PERIOD OF EMPLOYMENT (AS
HEREINAFTER DEFINED); PROVIDED, HOWEVER, THAT (A) SUBJECT TO SECTION 9 HEREOF,
IF, PRIOR TO A CHANGE IN CONTROL, THE EXECUTIVE CEASES FOR ANY REASON TO BE AN
EMPLOYEE OF THE COMPANY (OR A PARENT OR SUBSIDIARY THEREOF), THEREUPON THE TERM
SHALL BE DEEMED TO HAVE EXPIRED AND THIS AGREEMENT SHALL IMMEDIATELY TERMINATE
AND BE OF NO FURTHER EFFECT AND (B) COMMENCING ON THE FIRST ANNIVERSARY OF THE
DATE HEREOF AND EACH ANNIVERSARY THEREAFTER, THE TERM OF THIS AGREEMENT SHALL
AUTOMATICALLY BE EXTENDED FOR AN ADDITIONAL YEAR.
2.
EMPLOYMENT; PERIOD OF EMPLOYMENT:
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, UPON THE OCCURRENCE OF A CHANGE IN CONTROL, THE COMPANY SHALL
CONTINUE THE EXECUTIVE IN ITS EMPLOY AND THE EXECUTIVE SHALL REMAIN IN THE
EMPLOY OF THE COMPANY FOR THE PERIOD SET FORTH IN SUBSECTION 2(B) HEREOF (THE
"PERIOD OF EMPLOYMENT"), IN THE POSITION AND WITH SUBSTANTIALLY THE SAME DUTIES
AND RESPONSIBILITIES THAT THE EXECUTIVE HAD IMMEDIATELY PRIOR TO THE CHANGE IN
CONTROL, OR TO WHICH THE COMPANY AND THE EXECUTIVE MAY HEREAFTER MUTUALLY AGREE
IN WRITING.
THROUGHOUT THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL DEVOTE
SUBSTANTIALLY ALL OF THE EXECUTIVE'S TIME DURING NORMAL BUSINESS HOURS (SUBJECT
TO VACATIONS, SICK LEAVE AND OTHER ABSENCES IN ACCORDANCE WITH THE POLICIES OF
THE COMPANY AS IN EFFECT FOR SENIOR EXECUTIVES IMMEDIATELY PRIOR TO THE CHANGE
IN CONTROL) TO THE BUSINESS AND AFFAIRS OF THE COMPANY, BUT NOTHING IN THIS
3
AGREEMENT SHALL PRECLUDE THE EXECUTIVE FROM DEVOTING REASONABLE PERIODS OF TIME
DURING NORMAL BUSINESS HOURS TO (I) SERVING AS A DIRECTOR, TRUSTEE OR MEMBER OF
OR PARTICIPANT IN ANY ORGANIZATION OR BUSINESS SO LONG AS SUCH ACTIVITY WOULD
NOT CONSTITUTE COMPETITIVE ACTIVITY (AS HEREINAFTER DEFINED) IF CONDUCTED BY THE
EXECUTIVE AFTER THE EXECUTIVE'S TERMINATION DATE (AS HEREINAFTER DEFINED),
(II) ENGAGING IN CHARITABLE AND COMMUNITY ACTIVITIES, OR (III) MANAGING THE
EXECUTIVE'S PERSONAL INVESTMENTS.
(B)
THE PERIOD OF EMPLOYMENT SHALL COMMENCE ON
THE DATE ON WHICH A CHANGE IN CONTROL OCCURS AND, SUBJECT ONLY TO THE PROVISIONS
OF SECTION 4 HEREOF, SHALL CONTINUE UNTIL THE EXPIRATION OF THE SECOND
ANNIVERSARY OF THE OCCURRENCE OF THE CHANGE IN CONTROL.
3.
COMPENSATION DURING PERIOD OF
EMPLOYMENT:
(A)
DURING THE PERIOD OF EMPLOYMENT, THE
EXECUTIVE SHALL RECEIVE (I) ANNUAL BASE SALARY AT A RATE NOT LESS THAN THE
EXECUTIVE'S HIGHEST
ANNUAL FIXED OR BASE COMPENSATION PAID DURING OR PAYABLE
WITH RESPECT TO ANY CALENDAR YEAR DURING THE THREE CALENDAR YEARS IMMEDIATELY
PRECEDING THE YEAR IN WHICH THE CHANGE IN CONTROL OCCURRED, OR SUCH HIGHER RATE
AS