INSTALLMENTS OVER THE THREE-YEAR PERIOD COMMENCING
ON THE FIRST ANNIVERSARY OF THE DATE OF GRANT AND SHALL BE SUBJECT IN ALL
RESPECTS TO TERMS OF THE AGREEMENT PURSUANT TO WHICH IT IS GRANTED (WHICH
AGREEMENT SHALL REFLECT THE PROVISIONS HEREOF) AND THE COMPANY'S 1994 STOCK
OPTION AND LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, OR UNDER ANY
REPLACEMENT OR SUCCESSOR PLAN.
(D)
FOR CALENDAR YEARS DURING THE EMPLOYMENT PERIOD FOLLOWING THE 2008
CALENDAR YEAR, THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE EQUITY AWARDS AS AND
WHEN EQUITY AWARDS ARE GRANTED TO SENIOR OFFICERS GENERALLY, WITH THE AMOUNT AND
TERMS OF SUCH AWARDS DETERMINED ON THE SAME BASES AS AWARDS GRANTED TO SENIOR
OFFICERS GENERALLY.
(E)
ALL EQUITY AWARDS GRANTED TO THE EXECUTIVE SHALL BE SUBJECT IN ALL
RESPECTS TO THE COMPANY'S NET SHARE RETENTION PROGRAM.
SECTION 4.04.
BENEFITS.
THE EXECUTIVE SHALL BE ELIGIBLE FOR THE FOLLOWING
BENEFITS DURING THE EMPLOYMENT PERIOD:
(A)
PARTICIPATION IN SUCH RETIREMENT, MEDICAL, LIFE INSURANCE AND
DISABILITY INSURANCE COVERAGES AND FRINGE BENEFIT PLANS AND PROGRAMS AS ARE, OR
MAY DURING THE EMPLOYMENT PERIOD BE, MADE AVAILABLE GENERALLY FOR OTHER SENIOR
EXECUTIVE OFFICERS OF THE COMPANY, SUBJECT
7
IN ALL RESPECTS TO THE TERMS OF THE APPLICABLE PLANS AND PROGRAMS, AS IN EFFECT
FROM TIME TO TIME;
(B)
PARTICIPATION IN THE COMPANY'S STOCK UNIT AWARD PLAN, PURSUANT TO
WHICH THE EXECUTIVE MAY ELECT TO DEFER A PART OF HIS BASE SALARY AND BONUS
COMPENSATION, SUBJECT IN ALL RESPECT TO THE TERMS OF THE PLAN; AND
(C)
UP TO A MAXIMUM OF FIVE (5) WEEKS OF PAID VACATION ANNUALLY DURING
THE EMPLOYMENT PERIOD, IN ACCORDANCE WITH THE COMPANY'S VACATION POLICY.
SECTION 4.05.
EXPENSES.
THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE EXPENSES INCURRED BY HIM IN THE COURSE OF PERFORMING HIS DUTIES UNDER
THIS AGREEMENT WHICH ARE CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT FROM
TIME TO TIME WITH RESPECT TO TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES
("REIMBURSABLE EXPENSES"), SUBJECT TO THE COMPANY'S REQUIREMENTS WITH RESPECT TO
REPORTING AND DOCUMENTATION OF EXPENSES.
ARTICLE 5
TERM AND TERMINATION
SECTION 5.01.
TERM.
SUBJECT TO THE RENEWAL PROVISIONS OF SECTION 2.01, THE
EMPLOYMENT PERIOD WILL TERMINATE ON DECEMBER 31, 2009; PROVIDED THAT (A) THE
EMPLOYMENT PERIOD SHALL TERMINATE PRIOR TO SUCH DATE UPON THE EXECUTIVE'S DEATH,
AND (B) THE EMPLOYMENT PERIOD MAY BE TERMINATED BY EITHER PARTY AT ANY TIME
PURSUANT TO THIS ARTICLE 5.
SECTION 5.02.
TERMINATION FOR GOOD REASON OR WITHOUT CAUSE PRIOR TO A CHANGE IN
CONTROL.
IF THE EMPLOYMENT PERIOD SHALL BE TERMINATED PRIOR TO A CHANGE IN
CONTROL (A) BY THE EXECUTIVE FOR GOOD REASON OR (B) BY THE COMPANY NOT FOR
CAUSE, IN EITHER CASE SUBJECT TO THE EXECUTIVE'S EXECUTION AND NON-REVOCATION OF
A RELEASE (AS DEFINED BELOW), THE EXECUTIVE SHALL BE PROVIDED SOLELY:
(I) AN AMOUNT EQUAL TO THE EXECUTIVE'S BASE SALARY PAYABLE THROUGH THE DATE OF
TERMINATION,
(II) THE AMOUNT OF THE EXECUTIVE'S BASE SALARY AT THE RATE IN EFFECT ON THE DATE
OF TERMINATION (BEFORE ANY REDUCTION THEREOF GIVING RISE