TAX EFFECT; AND
(III)
ANY COMPANY EQUITY AWARDS THAT WOULD HAVE
VESTED DURING THE 12 MONTH PERIOD FOLLOWING THE DATE OF TERMINATION SHALL
IMMEDIATELY VEST AND ALL VESTED STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
SHALL REMAIN EXERCISABLE FOR THE LESSER OF (X) THE REMAINDER OF THEIR TERM OR
(Y) 12 MONTHS AFTER THE DATE OF TERMINATION; AND
(IV)
TO THE EXTENT NOT THERETOFORE PAID OR
PROVIDED, THE COMPANY SHALL TIMELY PAY OR PROVIDE TO THE EXECUTIVE THE OTHER
BENEFITS.
(E)
CONDITION.
THE COMPANY SHALL NOT BE
REQUIRED TO MAKE THE PAYMENTS AND PROVIDE THE BENEFITS SPECIFIED IN THIS
SECTION 4 UNLESS THE EXECUTIVE EXECUTES AND DELIVERS TO THE COMPANY AN AGREEMENT
RELEASING THE COMPANY, ITS AFFILIATES AND ITS OFFICERS, DIRECTORS AND EMPLOYEES
FROM ALL LIABILITY (OTHER THAN THE PAYMENTS AND BENEFITS UNDER THIS AGREEMENT)
IN THE FORM ATTACHED HERETO AS EXHIBIT D (THE "RELEASE AGREEMENT"); PROVIDED,
HOWEVER, THAT THE COMPANY SHALL RELEASE THE EXECUTIVE FROM ALL LIABILITY TO THE
COMPANY AND ITS AFFILIATES THAT ANY BOARD MEMBERS (OTHER THAN THE EXECUTIVE)
HAVE ACTUAL KNOWLEDGE OF ON THE DATE OF TERMINATION UNDER THE RELEASE AGREEMENT.
(F)
RESIGNATION FROM CERTAIN DIRECTORSHIPS.
UNLESS THE COMPANY AGREES IN WRITING TO WAIVE THIS REQUIREMENT, UPON THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE AGREES
TO PROMPTLY RESIGN FROM (I) OFFICE AS A DIRECTOR OF THE COMPANY, ANY SUBSIDIARY
OR AFFILIATE OF THE COMPANY OR ANY OTHER ENTITY TO WHICH THE COMPANY APPOINTS
THE EXECUTIVE TO SERVE AS A DIRECTOR, (II) FROM ALL OFFICES HELD BY THE
EXECUTIVE IN ANY OR ALL OF SUCH ENTITIES IN CLAUSE (I) ABOVE, AND (III) ALL
FIDUCIARY POSITIONS (INCLUDING AS TRUSTEE) HELD
8
BY THE EXECUTIVE WITH RESPECT TO ANY PENSION PLANS OR TRUSTS ESTABLISHED BY ANY
SUCH ENTITIES IN CLAUSE (I) ABOVE.
5.
FULL SETTLEMENT.
THE COMPANY'S
OBLIGATION TO MAKE THE PAYMENTS PROVIDED FOR IN THIS AGREEMENT AND OTHERWISE TO
PERFORM ITS OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY ANY SET-OFF,
COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH THE
COMPANY MAY HAVE AGAINST THE EXECUTIVE OR OTHERS.
IN NO EVENT SHALL THE
EXECUTIVE BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY
OF MITIGATION OF THE AMOUNTS PAYABLE TO THE EXECUTIVE UNDER ANY OF THE
PROVISIONS OF THIS AGREEMENT, AND SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR
NOT THE EXECUTIVE OBTAINS OTHER EMPLOYMENT.
6.
CERTAIN ADDITIONAL PAYMENTS BY THE
COMPANY.
(A)
GROSS-UP.
ANYTHING IN THIS AGREEMENT TO
THE CONTRARY NOTWITHSTANDING, IN THE EVENT IT SHALL BE DETERMINED THAT ANY
PAYMENT, AWARD, BENEFIT OR DISTRIBUTION (OR ANY ACCELERATION OF ANY PAYMENT,
AWARD, BENEFIT OR DISTRIBUTION) BY THE COMPANY (OR ANY OF ITS AFFILIATED
ENTITIES) OR ANY ENTITY WHICH EFFECTUATES A CHANGE IN CONTROL (AS DEFINED IN THE
SIP) (OR ANY OF ITS AFFILIATED ENTITIES) TO OR FOR THE BENEFIT OF THE EXECUTIVE
(WHETHER PURSUANT TO THE TERMS OF THIS AGREEMENT OR OTHERWISE, BUT DETERMINED
WITHOUT REGARD TO ANY ADDITIONAL PAYMENTS REQUIRED UNDER THIS SECTION 6) (THE
"PAYMENTS") WOULD