BENEFITS ALREADY ACCORDED TO THE EXECUTIVE.
5.
PAYMENTS UPON TERMINATION
(A)
TERMINATION WITHOUT CAUSE OR TERMINATION BY EXECUTIVE FOR
GOOD REASON (AS DEFINED BELOW).
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
THE CORPORATION WITHOUT CAUSE (BUT NOT INCLUDING DUE TO DEATH OR DISABILITY) OR
TERMINATED BY THE EXECUTIVE FOR GOOD REASON DURING THE TERM OF THIS AGREEMENT,
THE EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING:
(I)
BASE COMPENSATION ACCRUED THROUGH THE DATE OF TERMINATION,
BASED ON THE NUMBER OF DAYS IN SUCH YEAR THAT HAD ELAPSED AS OF THE TERMINATION
DATE;
(II)
ANY ACCRUED BUT UNPAID PTO THROUGH THE DATE OF TERMINATION;
(III)
ANY BONUSES EARNED BUT UNPAID WITH RESPECT TO FISCAL YEARS OR
OTHER COMPLETED BONUS PERIODS PRECEDING THE TERMINATION DATE;
(IV)
ANY NONFORFEITABLE BENEFITS PAYABLE TO THE EXECUTIVE UNDER
THE TERMS OF ANY DEFERRED COMPENSATION, INCENTIVE OR OTHER BENEFIT PLANS
MAINTAINED BY THE CORPORATION, PAYABLE IN ACCORDANCE WITH THE TERMS OF THE
APPLICABLE PLAN;
(V)
ANY EXPENSES OWED TO THE EXECUTIVE UNDER SECTION 4(D);
(VI)
ANY PRO-RATED PORTION OF THE ANNUAL BONUS THAT THE EXECUTIVE
WOULD HAVE EARNED FOR THE YEAR IN WHICH THE TERMINATION OCCURS (IF HE HAD
REMAINED EMPLOYED FOR THE ENTIRE YEAR), BASED ON THE NUMBER OF DAYS IN SUCH YEAR
THAT HAD ELAPSED AS OF THE TERMINATION DATE, PAYABLE AT THE TIME THAT THE
CORPORATION PAYS BONUSES TO ITS EXECUTIVE OFFICERS FOR SUCH YEAR;
(VII)
ALL OF EXECUTIVE'S OUTSTANDING STOCK OPTIONS, RESTRICTED STOCK
OR OTHER EQUITY AWARDS WITH TIME-BASED VESTING SHALL BECOME FULLY VESTED AND, IN
THE CASE OF STOCK OPTIONS, EXERCISABLE IN FULL, AND THE EXECUTIVE SHALL HAVE THE
RIGHT TO EXERCISE SUCH STOCK OPTIONS DURING A PERIOD OF NINETY (90) DAYS
FOLLOWING THE TERMINATION OF EMPLOYMENT;
2
(VIII)
THE TREATMENT OF ALL OF EXECUTIVE'S OUTSTANDING STOCK OPTIONS,
RESTRICTED STOCK, RESTRICTED STOCK UNITS OR OTHER EQUITY AWARDS WITH
PERFORMANCE-BASED VESTING SHALL BE DETERMINED IN ACCORDANCE WITH THE LONG-TERM
INCENTIVE PLAN, AND ANY OTHER PLANS, PURSUANT TO WHICH SUCH AWARDS WERE GRANTED
AND THE APPLICABLE AWARD AGREEMENT;
(IX)
CONTINUED COVERAGE UNDER ANY GROUP HEALTH PLAN MAINTAINED BY
THE CORPORATION IN WHICH THE EXECUTIVE PARTICIPATED AT THE TIME OF HIS
TERMINATION FOR THE REMAINDER OF THE TERM OF THE AGREEMENT (BUT NOT LESS THAN
SIX (6) MONTHS AND NOT MORE THAN THE PERIOD DURING WHICH THE EXECUTIVE WOULD BE
ENTITLED TO CONTINUATION COVERAGE UNDER SECTION 4980B OF THE CODE, IF THE
EXECUTIVE ELECTED SUCH COVERAGE AND PAID THE APPLICABLE PREMIUMS), OR UNTIL, IF
EARLIER, THE DATE THE EXECUTIVE OBTAINS COMPARABLE COVERAGE UNDER BENEFIT PLANS
MAINTAINED BY A NEW EMPLOYER, AT AN AFTER-TAX COST TO THE EXECUTIVE COMPARABLE
TO THE COST THAT THE EXECUTIVE WOULD HAVE INCURRED FOR THE SAME COVERAGE HAD HE
REMAINED EMPLOYED DURING SUCH PERIOD; AND
(X)
A SERIES OF SEMI-MONTHLY SEVERANCE PAYMENTS FOR EACH COMPLETE
CALENDAR MONTH DURING THE REMAINING TERM OF THIS AGREEMENT, BUT NOT LESS THAN
TWELVE (12) MONTHS (THE "SEVERANCE PERIOD"), EACH SEMI-MONTHLY PAYMENT IN AN
AMOUNT EQUAL TO ONE-TWENTY FOURTH (1/24TH) OF THE SUM OF (A) THE