CUSTOMARILY USED BY THE COMPANY
FOR SUCH PURPOSE (THE "RELEASE") AND SECTION 5, (A) THE COMPANY WILL PAY TO THE
EXECUTIVE IN A SINGLE LUMP SUM AN AMOUNT EQUAL TO 2.5 TIMES THE SUM OF (1) THE
EXECUTIVE'S THEN-CURRENT BASE SALARY AND (2) THE EXECUTIVE'S ANNUAL BONUS UNDER
THE EXECUTIVE INCENTIVE PLAN FOR THE YEAR PRECEDING THE YEAR OF SUCH TERMINATION
(OR IN THE CASE OF A TERMINATION IN 2006 OR 2007, THE EXECUTIVE'S TARGET ANNUAL
BONUS FOR SUCH YEAR), (B) THE COMPANY WILL PAY TO THE EXECUTIVE THE PRO RATA
BONUS AND THE RETENTION AWARD (TO THE EXTENT NOT PREVIOUSLY PAID), AND (C) FOR
TWO YEARS FOLLOWING THE DATE OF TERMINATION, THE EXECUTIVE AND HIS ELIGIBLE
FAMILY MEMBERS SHALL BE ENTITLED TO CONTINUE TO RECEIVE BENEFITS UNDER (OR
BENEFITS COMPARABLE TO) THE COMPANY'S MEDICAL, DENTAL AND DISABILITY INSURANCE
PROGRAMS, EXCEPT TO THE EXTENT THE EXECUTIVE HAS AVAILABLE TO HIM SUBSTANTIALLY
SIMILAR PROGRAMS WITH A SUBSEQUENT EMPLOYER.
SUBJECT TO SECTION 16(K), THE
PAYMENT PROVIDED FOR IN CLAUSE (A) OF THIS SECTION 5(F)(III) AND OF THE
RETENTION AWARD SHALL BE MADE ON THE 30TH DAY FOLLOWING THE DATE OF TERMINATION
SO LONG AS, PRIOR TO SUCH PAYMENT DATE, THE RELEASE HAS BEEN EXECUTED AND HAS
BECOME IRREVOCABLE, AND THE PAYMENT OF THE PRO RATA BONUS SHALL BE PAID WHEN
SUCH BONUSES ARE OTHERWISE PAID TO THE COMPANY'S SENIOR EXECUTIVES.
(G)
DATE OF TERMINATION.
AS USED IN THIS
AGREEMENT, THE TERM "DATE OF TERMINATION" MEANS (I) IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY HIS DEATH, THE DATE OF HIS DEATH, (II) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE, THE DATE
SPECIFIED IN THE NOTICE OF TERMINATION, (III) IF THE EXECUTIVE TERMINATES HIS
EMPLOYMENT WITHOUT GOOD REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION
(WHICH SHALL BE NO LESS THEN 30 DAYS FOLLOWING THE DATE OF DELIVERY OF SUCH
NOTICE, OR SUCH EARLIER DATE AS THE COMPANY CHOOSE AT ANY TIME AFTER RECEIPT OF
SUCH NOTICE), (IV) IF THE EXECUTIVE'S EMPLOYMENT TERMINATES UPON HIS RETIREMENT,
THE DATE PROVIDED FOR IN SECTION 5(E), AND (V) IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY WITHOUT CAUSE, AS A RESULT OF THE EXECUTIVE'S
DISABILITY OR BY THE EXECUTIVE FOR GOOD REASON, THE DATE SPECIFIED IN THE NOTICE
OF TERMINATION (WHICH SHALL BE NO LESS THAN 20 AND NO MORE THAN 40 DAYS
FOLLOWING THE DATE OF DELIVERY OF SUCH NOTICE).
(H)
NOTICE OF TERMINATION.
ANY TERMINATION BY
THE COMPANY PURSUANT TO SECTION 5(A), 5(B) OR 5(C), OR BY EXECUTIVE PURSUANT TO
SECTION 5(D), SHALL BE COMMUNICATED BY A WRITTEN "NOTICE OF TERMINATION"
ADDRESSED TO THE OTHER PARTY OR PARTIES TO THIS AGREEMENT.
A "NOTICE OF
TERMINATION" SHALL MEAN A NOTICE STATING THAT THE EXECUTIVE'S EMPLOYMENT
HEREUNDER HAS BEEN OR WILL BE TERMINATED, INDICATING THE SPECIFIC TERMINATION
PROVISIONS IN THIS AGREEMENT RELIED UPON AND SETTING FORTH IN REASONABLE DETAIL
THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR SUCH TERMINATION OF
EMPLOYMENT.
IN THE EVENT OF A NOTICE OF