ONE (1) YEAR AFTER SUCH TERMINATION OF EXECUTIVE'S EMPLOYMENT,
SUBJECT TO THE EARLIER EXPIRATION OF THE TERM OF SUCH STOCK OPTION.
6.
EFFECT OF CHANGE OF CONTROL.
(A)
IF WITHIN TWO (2) YEARS FOLLOWING A
CHANGE OF CONTROL (AS HEREINAFTER DEFINED), EXECUTIVE TERMINATES HIS EMPLOYMENT
WITH THE COMPANY FOR GOOD REASON (AS HEREINAFTER DEFINED) OR THE COMPANY
TERMINATES EXECUTIVE'S EMPLOYMENT FOR ANY REASON OTHER THAN FOR CAUSE (AS
DEFINED IN SECTION 4(H)) IN A TERMINATION THAT CONSTITUTES A "SEPARATION FROM
SERVICE" FOR PURPOSES OF SECTION 409A OF THE CODE, OR DUE TO A DISABILITY EVENT,
THE COMPANY SHALL PAY TO, AND PROVIDE FOR, EXECUTIVE THE FOLLOWING PAYMENTS AND
BENEFITS:
(I)
AN AMOUNT EQUAL TO THREE (3) TIMES THE SUM OF (A) THE EXECUTIVE'S ANNUAL
BASE SALARY AS OF THE DATE OF TERMINATION AND (B) THE AVERAGE ANNUAL INCENTIVE
BONUS PAID TO EXECUTIVE OVER THE PRIOR THREE YEARS (OR SUCH SHORTER PERIOD AS
MAY APPLY IF THIS AGREEMENT HAS BEEN IN EFFECT FOR LESS THAN THREE YEARS) AS OF
THE DATE OF TERMINATION, PAYABLE IN A SINGLE LUMP SUM WITHIN SIXTY (60) DAYS
AFTER THE DATE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT; PROVIDED, HOWEVER, THAT
FOR PURPOSES OF THE
9
CALCULATION OF CLAUSE (B) OF THIS SECTION 6(A)(I), THE RELOCATION AND SIGNING
BONUS SHALL NOT BE UTILIZED AND THE GUARANTEED BONUS PAYABLE FOR PERIOD 1 AND
FOR PERIOD 2 SHALL BE UTILIZED;
(II)
ALL BENEFITS UNDER THE COMPANY'S VARIOUS BENEFIT PLANS, INCLUDING GROUP
HEALTHCARE, DENTAL, AND LIFE INSURANCE, FOR THIRTY-SIX (36) MONTHS FROM THE DATE
OF TERMINATION, ON THE SAME BASIS AS SUCH BENEFITS WERE PROVIDED DURING
EXECUTIVE'S EMPLOYMENT HEREUNDER, PROVIDED THAT THE CONTINUED PARTICIPATION OF
EXECUTIVE IS POSSIBLE UNDER THE GENERAL TERMS AND PROVISIONS OF SUCH PLANS.
IF
EXECUTIVE'S PARTICIPATION IN ANY SUCH PLAN IS BARRED OR WOULD RESULT IN ADVERSE
TAX CONSEQUENCES TO EXECUTIVE OR THE COMPANY, THE COMPANY SHALL ARRANGE TO
PROVIDE EXECUTIVE WITH BENEFITS SUBSTANTIALLY SIMILAR TO THOSE WHICH EXECUTIVE
WOULD OTHERWISE HAVE BEEN ENTITLED TO RECEIVE UNDER SUCH PLAN OR, ALTERNATIVELY
AT THE OPTION OF THE COMPANY, REIMBURSE EXECUTIVE FOR THE REASONABLE ACTUAL
COSTS OF PURCHASING IN THE MARKETPLACE SUBSTANTIALLY SIMILAR BENEFITS; PROVIDED,
HOWEVER, THAT IN EITHER CASE EXECUTIVE SHALL PAY TO THE COMPANY, OR PROVIDE A
CREDIT AGAINST THE COMPANY'S REIMBURSEMENT OBLIGATION, FOR THE AMOUNT EQUAL TO
THE PREMIUMS, OR PORTION THEREOF, THAT EXECUTIVE WAS REQUIRED TO PAY TO MAINTAIN
SUCH BENEFITS PRIOR TO THE DATE OF TERMINATION OF EMPLOYMENT.
FURTHER, ANY
INSURANCE OR OTHER BENEFITS AND BENEFITS COVERAGE PROVIDED PURSUANT HERETO SHALL
BE LIMITED AND REDUCED TO THE EXTENT REASONABLY COMPARABLE COVERAGE OR BENEFITS
ARE PROVIDED BY OR AVAILABLE FROM ANY OTHER EMPLOYER OF EXECUTIVE, PROVIDED
FURTHER THAT, EXCEPT AS PERMITTED BY SECTION 409A OF THE CODE, THE CONTINUED
BENEFITS PROVIDED TO EXECUTIVE PURSUANT TO THIS SECTION 6(A)(II) DURING ANY
CALENDAR YEAR WILL NOT AFFECT THE CONTINUED BENEFITS PROVIDED TO EXECUTIVE IN
ANY OTHER CALENDAR YEAR, AND THE AMOUNT OF ANY COSTS OF PURCHASING BENEFITS
REIMBURSED PURSUANT TO THIS SECTION 6(A)(II) SHALL BE PAID