TERMINATION) AND THE GREATER OF (I) THE AVERAGE ANNUAL BONUS OR (II) THE
PRIOR YEAR'S BONUS.
IN ADDITION, IF EMPLOYEE IS TERMINATED WITHOUT CAUSE OR
TERMINATES HIS EMPLOYMENT FOR GOOD REASON DURING SUCH ONE-YEAR PERIOD, EMPLOYEE
SHALL BE ENTITLED TO THE PAYMENTS AND BENEFITS DESCRIBED IN SECTION
2.7(A)(I)(A), (B), (D) AND (E) (TO THE EXTENT SUCH AMOUNTS HAVE NOT BEEN
PREVIOUSLY PAID PURSUANT TO AN EARLIER TERMINATION UNDER SECTION 2.7(A)(I)) .
THE FOREGOING SHALL BE IN LIEU OF AMOUNTS THAT WOULD OTHERWISE BE PAYABLE TO
EMPLOYEE UNDER SECTION 2.7(A)(I)(C) ABOVE.
ANYTHING IN THE AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, A TERMINATION BY THE EMPLOYEE FOR ANY REASON DURING
THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE ONE (1) YEAR ANNIVERSARY OF
A CHANGE OF CONTROL SHALL BE DEEMED TO BE A TERMINATION FOR GOOD REASON FOR ALL
PURPOSES OF THIS AGREEMENT.
(III)
SUBJECT TO THE PROVISIONS OF SECTIONS 6.10, 6.11 AND 6.12,
ANY PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTIONS 2.7(A)(I) OR (II) SHALL BE
MADE IN EQUAL INSTALLMENTS OVER A TWELVE (12) MONTH PERIOD (EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN SUCH SECTIONS) IN ACCORDANCE WITH THE COMPANY'S PAYROLL
PRACTICES THEN IN EFFECT.
(IV)
EMPLOYEE SHALL RECEIVE THE PAYMENTS SET FORTH IN THIS
SECTION 2.7(A) IF AND ONLY IF (A)
EMPLOYEE DULY EXECUTES, RETURNS TO THE
COMPANY (AND DOES NOT REVOKE IF A REVOCATION PERIOD IS INCLUDED IN THE SOLE
DISCRETION OF THE COMPANY) A TERMINATION AGREEMENT ("TERMINATION AGREEMENT")
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS SCHEDULE OF TERMINATION AGREEMENT,
AS SAID FORM MAY BE MODIFIED DUE SOLELY TO DEVELOPMENTS IN THE LAW INCLUDING
LEGAL CLAIMS THAT COME INTO EXISTENCE AFTER THE DATE HEREOF; AND (B) EMPLOYEE
COMPLIES WITH HIS OBLIGATIONS UNDER THIS AGREEMENT AND THE TERMINATION
AGREEMENT.
(V)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY:
(X) EMPLOYEE SHALL HAVE NO RIGHT TO ANY PAYMENTS UNDER SECTION 2.7(A)(I) IF
EMPLOYEE IS TERMINATED BY THE COMPANY FOR CAUSE, IF EMPLOYEE TERMINATES HIS OWN
EMPLOYMENT FOR OTHER THAN GOOD REASON, OR IF EMPLOYEE'S EMPLOYMENT IS TERMINATED
DUE TO HIS DEATH OR DISABILITY; AND (Y) EMPLOYEE SHALL HAVE NO RIGHT TO ANY
PAYMENTS UNDER SECTION 2.7(A)(II) IF EMPLOYEE
TERMINATES HIS OWN EMPLOYMENT OTHER THAN FOR GOOD REASON, OR IF EMPLOYEE'S
EMPLOYMENT IS TERMINATED DUE TO HIS DEATH OR DISABILITY.
(B)
ALL TERMINATIONS.
REGARDLESS OF THE REASON FOR THE TERMINATION
OF EMPLOYEE'S EMPLOYMENT, WHETHER BY EMPLOYEE OR THE COMPANY, WHETHER FOR CAUSE
OR NOT, WHETHER OR NOT DUE TO EMPLOYEE'S DEATH OR DISABILITY, THE COMPANY WILL
PAY TO EMPLOYEE (OR HIS ESTATE AND TO THE EXTENT NOT PREVIOUSLY PAID):
(I)
EMPLOYEE'S ANNUAL BASE SALARY THROUGH THE DATE OF TERMINATION, (II) EXPENSE
REIMBURSEMENT FOR ALL REASONABLE EXPENSES INCURRED BY HIM IN CONNECTION WITH THE
PERFORMANCE OF HIS DUTIES PRIOR TO THE TERMINATION OF HIS EMPLOYMENT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 2.6(A), (III) ANY ACCRUED
VACATION PAY, AND (IV) ANY OTHER AMOUNTS OR BENEFITS REQUIRED TO BE PAID OR
PROVIDED TO EMPLOYEE UNDER THIS AGREEMENT OR UNDER ANY PLAN, PROGRAM,