NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE DATE OF TERMINATION OCCUR
UNTIL THE EXECUTIVE EXPERIENCES A "SEPARATION FROM SERVICE" WITHIN THE MEANING
OF SECTION 409A OF THE CODE, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY, THE DATE ON WHICH SUCH SEPARATION FROM SERVICE TAKES PLACE SHALL
BE THE "DATE OF TERMINATION."
SECTION 5.
OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(A)
BY THE
EXECUTIVE FOR GOOD REASON; BY THE COMPANY OTHER THAN FOR CAUSE, DEATH OR
DISABILITY.
IF, DURING THE EMPLOYMENT PERIOD, THE COMPANY TERMINATES THE
EXECUTIVE'S EMPLOYMENT OTHER THAN FOR CAUSE, DEATH OR DISABILITY OR THE
EXECUTIVE TERMINATES EMPLOYMENT FOR GOOD REASON:
(1)
THE COMPANY SHALL PAY TO THE EXECUTIVE, IN A LUMP SUM IN CASH
WITHIN 30 DAYS AFTER THE DATE OF TERMINATION, THE AGGREGATE OF THE FOLLOWING
AMOUNTS:
(A)
THE SUM OF (I) THE EXECUTIVE'S ANNUAL BASE SALARY THROUGH THE DATE
OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID OR DEFERRED PURSUANT TO AN
IRREVOCABLE ELECTION UNDER ANY DEFERRED COMPENSATION ARRANGEMENT SUBJECT TO
SECTION 409A, (II) ANY ACCRUED VACATION PAY TO THE EXTENT NOT THERETOFORE PAID
(THE SUM OF THE AMOUNTS DESCRIBED IN SUBCLAUSES (I) AND (II), THE "ACCRUED
OBLIGATIONS") AND (III) AN AMOUNT EQUAL TO THE PRODUCT OF (X) THE HIGHER OF
(I) THE RECENT ANNUAL BONUS AND (II) THE AGGREGATE ANNUAL BONUS UNDER EACH OF
THE COMPANY'S
MANAGEMENT INCENTIVE PLAN AND ANY BUSINESS UNIT INCENTIVE PLAN OF
THE COMPANY IN WHICH THE EXECUTIVE HAS PARTICIPATED (OR ANY PREDECESSOR OR
SUCCESSOR PLAN TO ANY THEREOF) PAID OR PAYABLE, INCLUDING ANY BONUS OR PORTION
THEREOF THAT HAS BEEN EARNED BUT DEFERRED (AND ANNUALIZED FOR ANY FISCAL YEAR
CONSISTING OF LESS THAN 12 FULL MONTHS OR DURING WHICH THE EXECUTIVE WAS
EMPLOYED FOR LESS THAN 12 FULL MONTHS), FOR THE MOST RECENTLY COMPLETED FISCAL
YEAR DURING THE EMPLOYMENT PERIOD, IF ANY, (IT BEING UNDERSTOOD THAT, SUCH
ANNUAL BONUS SHALL BE DETERMINED BY INCLUDING BONUSES EARNED FOR BOTH THE ANNUAL
AND MULTIYEAR PERFORMANCE PERIODS ENDING IN SUCH RECENTLY COMPLETED FISCAL YEAR
DURING THE EMPLOYMENT PERIOD)
(SUCH HIGHER AMOUNT, THE "HIGHEST ANNUAL BONUS")
AND (Y) A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE CURRENT
FISCAL YEAR THROUGH THE DATE OF TERMINATION AND THE DENOMINATOR OF WHICH IS 365
(THE "PRO RATA BONUS"); AND
(B)
THE AMOUNT EQUAL TO THE PRODUCT OF (I) THREE AND (II) THE SUM OF
(X) THE EXECUTIVE'S ANNUAL BASE SALARY AND (Y) THE HIGHEST ANNUAL BONUS.
(2)
[FOR THE AGREEMENTS OF EXECUTIVES COMMENCING EMPLOYMENT PRIOR TO
JANUARY 1, 2007:
THE COMPANY SHALL PAY TO THE EXECUTIVE, AT SUCH TIME AS SUCH
AMOUNTS ARE PAYABLE UNDER THE TERMS OF EACH APPLICABLE SERP (AS DEFINED BELOW),
OR, IF THE EXECUTIVE DOES NOT PARTICIPATE IN A SERP, IN A LUMP SUM IN CASH
WITHIN 30 DAYS AFTER THE DATE OF TERMINATION, AN AMOUNT EQUAL TO THE EXCESS OF
(I) THE ACTUARIAL EQUIVALENT OF THE BENEFIT UNDER THE COMPANY'S QUALIFIED
DEFINED BENEFIT RETIREMENT PLAN (THE "RETIREMENT PLAN") (UTILIZING ACTUARIAL
ASSUMPTIONS NO LESS
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