WILL NO LONGER BE SUBJECT TO A
RIGHT OF REPURCHASE BY THE COMPANY AND (C) NOTWITHSTANDING ANY PROVISION IN ANY
APPLICABLE OPTION AGREEMENT TO THE CONTRARY, IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED IN CONNECTION WITH, IN ANTICIPATION OF, OR WITHIN SIX MONTHS AFTER A
CHANGE IN CONTROL, EACH SUCH OPTION SHALL CONTINUE TO BE EXERCISABLE BY THE
EXECUTIVE (TO THE EXTENT SUCH OPTION WAS EXERCISABLE ON THE CHANGE IN CONTROL
DATE) FOR A PERIOD OF SIX MONTHS FOLLOWING THE DATE OF TERMINATION OF SUCH
EMPLOYMENT.
4.2
COMPENSATION.
IF THE CHANGE IN CONTROL DATE OCCURS DURING THE
TERM:
(A)
THE COMPANY SHALL PAY TO THE EXECUTIVE IN A LUMP SUM IN CASH
WITHIN 30 DAYS AFTER THE CHANGE IN CONTROL DATE THE AGGREGATE OF THE FOLLOWING
AMOUNTS:
3
(I)
THE SUM OF (1) THE EXECUTIVE'S BASE SALARY THROUGH THE CHANGE IN
CONTROL DATE, (2) THE PRODUCT OF (A) THE ANNUAL BONUS PAID OR PAYABLE (INCLUDING
ANY BONUS OR PORTION THEREOF WHICH HAS BEEN EARNED BUT DEFERRED) FOR THE MOST
RECENTLY COMPLETED FISCAL YEAR AND (B) A FRACTION, THE NUMERATOR OF WHICH IS THE
NUMBER OF DAYS IN THE CURRENT FISCAL YEAR THROUGH THE CHANGE IN CONTROL DATE,
AND THE DENOMINATOR OF WHICH IS 365 AND (3) THE AMOUNT OF ANY COMPENSATION
PREVIOUSLY DEFERRED BY THE EXECUTIVE (TOGETHER WITH ANY ACCRUED INTEREST OR
EARNINGS THEREON) AND ANY ACCRUED VACATION PAY, IN EACH CASE TO THE EXTENT NOT
PREVIOUSLY PAID (THE SUM OF THE AMOUNTS DESCRIBED IN CLAUSES (1), (2), AND
(3) SHALL BE HEREINAFTER REFERRED TO AS THE "ACCRUED OBLIGATIONS"); AND
(II)
THE AMOUNT EQUAL TO (1) THREE MULTIPLIED BY (2) THE SUM OF
(A) THE EXECUTIVE'S HIGHEST ANNUAL BASE SALARY DURING THE FIVE-YEAR PERIOD PRIOR
TO THE CHANGE IN CONTROL DATE AND (B) THE EXECUTIVE'S HIGHEST ANNUAL BONUS
DURING THE FIVE-YEAR PERIOD PRIOR TO THE CHANGE IN CONTROL DATE.
(B)
FOR 24 MONTHS AFTER THE CHANGE IN CONTROL DATE, OR SUCH LONGER
PERIOD AS MAY BE PROVIDED BY THE TERMS OF THE APPROPRIATE PLAN, PROGRAM,
PRACTICE OR POLICY, THE COMPANY SHALL CONTINUE TO PROVIDE BENEFITS TO THE
EXECUTIVE AND THE EXECUTIVE'S FAMILY AT LEAST EQUAL TO THOSE PROVIDED TO THEM
IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL DATE, IN ACCORDANCE WITH THE
APPLICABLE BENEFIT PLANS IN EFFECT ON THE MEASUREMENT DATE OR, IF MORE FAVORABLE
TO THE EXECUTIVE AND HIS FAMILY, IN EFFECT GENERALLY AT ANY TIME THEREAFTER WITH
RESPECT TO OTHER PEER EXECUTIVES OF THE COMPANY AND ITS AFFILIATED COMPANIES;
PROVIDED, HOWEVER, THAT IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED DURING THIS
PERIOD AND THE EXECUTIVE BECOMES REEMPLOYED WITH ANOTHER EMPLOYER AND IS
ELIGIBLE TO RECEIVE A PARTICULAR TYPE OF BENEFITS (E.G., HEALTH INSURANCE
BENEFITS) FROM SUCH EMPLOYER ON TERMS AT LEAST AS FAVORABLE TO THE EXECUTIVE AND
HIS FAMILY AS THOSE BEING PROVIDED BY THE COMPANY, THEN THE COMPANY SHALL NO
LONGER BE REQUIRED TO PROVIDE THOSE PARTICULAR BENEFITS TO THE EXECUTIVE AND HIS
FAMILY; AND
(C)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED DURING THE 24-MONTH
PERIOD FOLLOWING THE CHANGE