LUMP SUM WITHIN 30 DAYS FOLLOWING SUCH TERMINATION; AND
(III)
AN AMOUNT EQUAL TO ONE-HALF OF THE
EXECUTIVE'S THEN TARGET BONUS FOR THE YEAR IN WHICH THE DISABILITY OCCURS,
PAYABLE IN A SINGLE LUMP SUM WITHIN 30 DAYS FOLLOWING SUCH TERMINATION.
SECTION 4.3
TERMINATION AFTER CHANGE OF CONTROL.
IF, UPON OR WITHIN
24 MONTHS FOLLOWING A CHANGE OF CONTROL (AS HEREINAFTER DEFINED), THE COMPANY OR
ITS SUCCESSOR TERMINATES EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE, THE EXECUTIVE'S
EMPLOYMENT TERMINATES DUE TO AN ELECTION BY THE COMPANY TO NOT RENEW THE
EMPLOYMENT TERM PURSUANT TO SECTION 2.1, THE EXECUTIVE TERMINATES EMPLOYMENT AS
A RESULT OF A CONSTRUCTIVE TERMINATION, OR THE EXECUTIVE TERMINATES EMPLOYMENT
DUE TO A BREACH PURSUANT TO THE PROVISIONS SET FORTH IN SECTION 2.3(A) HEREOF,
EXECUTIVE WILL BE ENTITLED TO THE FOLLOWING:
(I)
ALL ACCRUED AMOUNTS;
(II)
A LUMP SUM PAYMENT, WITHIN 30 DAYS
FOLLOWING SUCH TERMINATION, EQUAL TO SEVERANCE BENEFITS (AS DEFINED IN SECTION
4.4 BELOW) FOR A PERIOD OF TIME EQUAL TO THE LONGER OF (X) TWO YEARS AND (Y) THE
PERIOD OF TIME REMAINING UNDER THE THEN EMPLOYMENT TERM, ASSUMING NO SUCH
TERMINATION HAD OCCURRED, PRO RATED FOR ANY PARTIAL YEARS (SUCH LONGER PERIOD,
THE "SEVERANCE PERIOD");
(III)
AN ADDITIONAL CASH AMOUNT EQUAL TO A PRO
RATA PORTION OF THE TARGET BONUS IN EFFECT FOR THE YEAR IN WHICH SUCH
TERMINATION OCCURS IN RESPECT OF THE YEAR OF TERMINATION, PRO RATED BASED ON THE
PORTION OF THE CALENDAR YEAR THAT HAS ELAPSED THROUGH THE DATE OF TERMINATION,
PAYABLE WITHIN 30 DAYS FOLLOWING SUCH TERMINATION; AND
(IV)
EXECUTIVE SHALL CONTINUE TO PARTICIPATE IN ANY
BENEFITS, PLANS AND PROGRAMS REFERENCED IN SECTION 3.2(B) FOR THE SEVERANCE
PERIOD; PROVIDED, HOWEVER, TO THE EXTENT THAT ANY BENEFIT UNDER SECTION 3.2(B)
CANNOT BE CONTINUED DURING A PERIOD WHEN EXECUTIVE IS NOT AN EMPLOYEE OF THE
COMPANY, THE COMPANY SHALL PROMPTLY PAY EXECUTIVE AN AMOUNT IN CASH EQUAL TO THE
ECONOMIC VALUE OF SUCH BENEFIT, SUCH VALUE TO BE DETERMINED AS OF THE TIME OF
TERMINATION; AND
(V)
IN ADDITION, ALL THEN OUTSTANDING STOCK
OPTIONS HELD BY EXECUTIVE THAT WERE GRANTED AFTER THE EFFECTIVE DATE SHALL
BECOME FULLY VESTED EFFECTIVE AS OF THE DATE OF TERMINATION.
IN ADDITION, ALL
THEN OUTSTANDING UNVESTED RESTRICTED SHARES HELD BY EXECUTIVE SHALL BECOME FULLY
VESTED AND FREE OF ALL RESTRICTIONS EFFECTIVE AS OF THE DATE OF TERMINATION.
7
For purposes of this Agreement, "Change of Control" means the occurrence of any
of the following events:
(I)
THE ACQUISITION BY ANY INDIVIDUAL,
ENTITY OR GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")) (A "PERSON"),
OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 PROMULGATED UNDER THE
EXCHANGE ACT) OF 50% OR MORE OF EITHER (A) THE THEN OUTSTANDING SHARES OF COMMON
STOCK OF THE COMPANY OR (B) THE COMBINED VOTING POWER OF THE THEN OUTSTANDING
VOTING SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS, WHETHER BY MERGER, CONSOLIDATION OR OTHERWISE; PROVIDED,