OF 1986, AS AMENDED (THE
"CODE"), OR ANY REPLACEMENT OR SUCCESSOR PROVISION OF UNITED STATES TAX LAW TO
THE EXTENT THE EXECUTIVE SO ELECTS;
(IV)
ALL EARNED AND UNPAID AND/OR VESTED, NONFORFEITABLE AMOUNTS OWING OR
ACCRUED AT THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT (INCLUDING ANY
EARNED BUT UNPAID BASE SALARY AND VACATION) UNDER ANY COMPENSATION AND BENEFIT
PLANS, PROGRAMS, AND ARRANGEMENTS OF THE COMPANY AND ITS AFFILIATES IN WHICH
EXECUTIVE THERETOFORE PARTICIPATED, PAYABLE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE PLANS, PROGRAMS, AND ARRANGEMENTS (AND AGREEMENTS AND
DOCUMENTS THEREUNDER) PURSUANT TO WHICH SUCH COMPENSATION AND BENEFITS WERE
GRANTED OR ACCRUED; AND
(V)
REIMBURSEMENT FOR ANY UNREIMBURSED BUSINESS EXPENSES PROPERLY INCURRED BY
EXECUTIVE IN ACCORDANCE WITH COMPANY POLICY PRIOR TO THE DATE OF TERMINATION, TO
BE REIMBURSED IN ACCORDANCE WITH SUCH POLICY.
B.
BY THE COMPANY FOR ANY REASON OTHER THAN
WITHOUT CAUSE OR BY EXECUTIVE FOR ANY REASON OTHER THAN FOR GOOD REASON.
IF,
DURING THE TERM, EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES IS
TERMINATED BY THE COMPANY FOR ANY REASON (OTHER THAN A TERMINATION WITHOUT
CAUSE) OR BY EXECUTIVE'S RESIGNATION WITHOUT GOOD REASON, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE ONLY THOSE BENEFITS DESCRIBED IN SECTION 2(A)(III), (IV) AND
(V) ABOVE.
C.
FOLLOWING EXECUTIVE'S TERMINATION OR
RESIGNATION (AS THE CASE MAY BE), EXCEPT AS SET FORTH IN THIS SECTION 2 AND
SECTION 5 BELOW, EXECUTIVE SHALL HAVE NO FURTHER RIGHTS TO ANY OTHER
COMPENSATION OR BENEFITS UNDER THIS AGREEMENT OR ANY OTHER SEVERANCE PLAN OR
ARRANGEMENT MAINTAINED BY THE COMPANY OR ANY OF ITS AFFILIATES, EXCEPT AS
OTHERWISE PROVIDED UNDER ANY COMPANY STOCK INCENTIVE PLAN OR AWARD AGREEMENT
ENTERED INTO BY AND BETWEEN EXECUTIVE AND THE COMPANY OR ANY OF ITS AFFILIATES.
3.
DEFINITIONS. FOR PURPOSES OF THIS
AGREEMENT:
A.
"CAUSE" SHALL MEAN WITH RESPECT TO THE
EXECUTIVE: (A) EXECUTIVE'S WILLFUL MISCONDUCT WITH REGARD TO THE COMPANY;
(B) ANY ACT INVOLVING FRAUD OR MATERIAL DISHONESTY IN CONNECTION WITH THE
BUSINESS OF THE COMPANY OR ITS AFFILIATES; (C) A MATERIAL VIOLATION OF THE
COMPANY'S CODE OF CONDUCT OR OTHER POLICY; OR (D) CONVICTION OF, OR A PLEA OF
NOLO CONTENDERE TO, ANY FELONY WHATSOEVER.
B.
"GOOD REASON" SHALL MEAN WITHOUT
EXECUTIVE'S EXPRESS WRITTEN CONSENT, THE OCCURRENCE OF ANY OF THE FOLLOWING
CIRCUMSTANCES: (I) A REDUCTION IN EXECUTIVE'S ANNUAL BASE SALARY AND/OR TARGET
ANNUAL INCENTIVE OPPORTUNITY UNDER THE COMPANY'S ANNUAL INCENTIVE PLAN ("TARGET
AIP") (EXCLUDING ANY REDUCTION IN EXECUTIVE'S BASE SALARY AND/OR TARGET AIP THAT
IS PART OF A PLAN TO REDUCE COMPENSATION OF COMPARABLY SITUATED EMPLOYEES OF THE
COMPANY GENERALLY; (II) A MATERIAL DIMINUTION IN THE NATURE OR SCOPE OF
EXECUTIVE'S RESPONSIBILITIES, DUTIES OR AUTHORITY; (III) THE RELOCATION BY THE
COMPANY OF EXECUTIVE'S PRIMARY PLACE OF EMPLOYMENT WITH THE COMPANY TO A
LOCATION MORE THAN FIFTY (50) MILES OUTSIDE OF EXECUTIVE'S CURRENT PRINCIPAL
PLACE OF EMPLOYMENT (WHICH SHALL NOT BE DEEMED TO OCCUR DUE TO A REQUIREMENT
THAT EXECUTIVE TRAVEL IN CONNECTION WITH THE PERFORMANCE OF HIS OR HER DUTIES);
OR (IV) THE COMPANY GIVES