TERMINATION AFTER A CHANGE IN CONTROL.
IF WITHIN TWO YEARS AFTER A CHANGE IN CONTROL (AS DEFINED BELOW), THE COMPANY
TERMINATES THE EXECUTIVE'S EMPLOYMENT OTHER THAN FOR CAUSE, OR THE EXECUTIVE
VOLUNTARILY TERMINATES HIS EMPLOYMENT FOR GOOD REASON, THE COMPANY WILL PROVIDE
THE FOLLOWING PAYMENTS AND BENEFITS TO THE EXECUTIVE, IN LIEU OF THOSE PAYMENTS
AND BENEFITS PROVIDED UNDER PARAGRAPHS 5(C) OR (D) ABOVE, BUT IN ADDITION TO THE
AMOUNTS PAYABLE UNDER PARAGRAPH 5(A) ABOVE:
(I)
TWO AND ONE-HALF (2.5) MULTIPLIED BY THE EXECUTIVE'S BASE SALARY
AS IN EFFECT ON THE DATE OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.
(II)
TWO AND ONE-HALF (2.5) MULTIPLIED BY THE ANNUAL BONUS.
(III)
CONTINUED COVERAGE FOR A PERIOD OF 30 MONTHS FROM THE EXECUTIVE'S
TERMINATION UNDER THE COMPANY'S MEDICAL, DENTAL, LIFE, DISABILITY, 401(K),
PROFIT SHARING, AND OTHER EXECUTIVE BENEFIT PLANS, AT THE SAME COST TO THE
EXECUTIVE AS IN EFFECT ON THE DATE OF THE CHANGE IN CONTROL (OR, IF LOWER, AS IN
EFFECT AT ANY TIME THEREAFTER).
IF THE COMPANY DETERMINES THAT THE EXECUTIVE
CANNOT PARTICIPATE IN ANY BENEFIT PLAN BECAUSE HE IS NOT ACTIVELY PERFORMING
SERVICES FOR THE COMPANY, THE COMPANY MAY PROVIDE SUCH BENEFITS UNDER AN
ALTERNATE ARRANGEMENT, SUCH AS THROUGH THE PURCHASE OF AN INDIVIDUAL INSURANCE
POLICY THAT PROVIDES SIMILAR BENEFITS OR, IF APPLICABLE, THROUGH A NONQUALIFIED
PENSION OR PROFIT SHARING PLAN.
THE AMOUNT OF SUCH CONTINUED COVERAGE WILL BE
DETERMINED, IF APPLICABLE, BY ADDING 30 ADDITIONAL MONTHS OF AGE AND SERVICE TO
THE EXECUTIVE'S ACTUAL AGE AND SERVICE AS OF THE EXECUTIVE'S TERMINATION DATE
AND AS IF THE EXECUTIVE EARNED COMPENSATION DURING SUCH 30-MONTH PERIOD AT THE
RATE IN EFFECT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING HIS TERMINATION
DATE.
THE EXECUTIVE'S ELIGIBILITY FOR ANY RETIREE MEDICAL OR LIFE COVERAGE
FOLLOWING SUCH TERMINATION DATE WILL ALSO BE DETERMINED BY ADDING 30 ADDITIONAL
MONTHS OF AGE AND SERVICE TO THE EXECUTIVE'S ACTUAL AGE AND SERVICE AS OF THE
TERMINATION DATE.
(IV)
OBTAIN PROFESSIONAL OUTPLACEMENT SERVICES FOR THE EXECUTIVE, AT
THE COMPANY'S EXPENSE, TO BE PERFORMED BY A NATIONALLY RECOGNIZED OUTPLACEMENT
FIRM SELECTED BY THE EXECUTIVE.
(V)
THE 24-MONTH PERIOD OF BENEFIT CONTINUATION FOLLOWING THE DATE OF
TERMINATION WILL COUNT FOR PURPOSES OF DETERMINING THE EXECUTIVE'S AGE AND
SERVICE WITH THE COMPANY WITH RESPECT TO (A) ELIGIBILITY, VESTING AND THE AMOUNT
OF BENEFITS UNDER THE COMPANY'S EXECUTIVE BENEFIT PLANS, AND (B) THE VESTING OF
ANY OUTSTANDING STOCK OPTIONS, RESTRICTED STOCK OR OTHER EQUITY-BASED
COMPENSATION AWARDS.
(B)
TIMING OF PAYMENT.
ALL PAYMENTS UNDER PARAGRAPHS (A)(I), (II) AND
(IV) ABOVE, AND PARAGRAPH (C) BELOW, WILL BE MADE IN A LUMP SUM CASH PAYMENT AS
SOON AS PRACTICABLE, BUT IN NO EVENT MORE THAN 10 DAYS AFTER THE EXECUTIVE'S
TERMINATION OF EMPLOYMENT (OR THE DATE OF THE CHANGE IN CONTROL, IF
APPLICABLE).
IF THE TOTAL AMOUNT OF
7
BONUS IS NOT DETERMINABLE ON THAT DATE, THE COMPANY WILL PAY THE AMOUNT OF BONUS
THAT IS DETERMINABLE, AND WILL PAY THE REMAINDER IN A LUMP SUM CASH PAYMENT
WITHIN 10 DAYS OF THE DATE THAT