PLAN"), AT THE TIME OF THE TERMINATION EVENT SHALL BE GOVERNED BY THE RESPECTIVE
AWARD AGREEMENT.
THIS INCLUDES BUT IS NOT LIMITED TO RESTRICTED STOCK UNITS,
AWARDS UNDER THE LONG-TERM PERFORMANCE PROGRAM, AND INCLUDES AWARDS MADE
PURSUANT TO THE STOCK PLAN WHICH MAY BE SETTLED IN CASH.
3.5
BONUS.
IF A TERMINATION EVENT OCCURS, EXECUTIVE SHALL RECEIVE A
PRO-RATED BONUS UNDER ANY BONUS PLAN APPLICABLE TO EXECUTIVE, WHICH IS IN PLACE
AT THE TIME OF THE TERMINATION EVENT FOR THE PERFORMANCE PERIOD IN WHICH THE
TERMINATION EVENT OCCURS.
THE AMOUNT OF THE BONUS SHALL BE CALCULATED UNDER THE
TERMS OF SUCH BONUS PROGRAM AS ESTABLISHED BY THE COMPANY, INCLUDING WHETHER OR
NOT, OR TO WHAT DEGREE ANY PERFORMANCE-BASED CONDITIONS HAVE BEEN MET, AND SHALL
BE EQUAL TO THE AMOUNT OF THE BONUS THE EXECUTIVE WOULD HAVE BEEN PAID UNDER THE
TERMS OF SUCH BONUS PROGRAMS HAD THE EXECUTIVE CONTINUED HIS EMPLOYMENT WITH THE
COMPANY UNTIL THE END OF SUCH PERFORMANCE PERIOD MULTIPLIED BY A FRACTION IN
WHICH (I) THE NUMERATOR IS THE NUMBER OF DAYS FROM AND INCLUDING THE FIRST DAY
OF THE PERFORMANCE PERIOD UNTIL AND INCLUDING THE DATE OF THE TERMINATION EVENT,
AND (II) THE DENOMINATOR IS THE NUMBER OF DAYS IN THE PERFORMANCE PERIOD.
SUCH
BONUS SHALL BE PAID ON THE DATE EXECUTIVE WOULD HAVE RECEIVED THE BONUS IF THE
TERMINATION EVENT HAD NOT OCCURRED DURING SUCH PERFORMANCE PERIOD; PROVIDED,
HOWEVER, THAT IN ANY EVENT SUCH BONUS WILL BE PAID NO LATER THAN TWO AND
ONE-HALF (2 1⁄2) MONTHS AFTER THE END OF THE CALENDAR YEAR IN WHICH THE
TERMINATION EVENT OCCURS.
EXECUTIVE'S RIGHTS TO THE PAYMENT PROVIDED IN THIS
SECTION 3.5 SHALL NOT BE TERMINATED BY THE APPLICATION OF SECTION 4.2 OF THIS
AGREEMENT.
THIS SECTION 3.5 SHALL NOT APPLY TO AWARDS PURSUANT TO THE STOCK
PLAN.
3.6
MITIGATION.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN,
EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE DAMAGES OR THE AMOUNT OF ANY PAYMENT
PROVIDED UNDER THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, NOR
SHALL THE AMOUNT OF ANY PAYMENT PROVIDED FOR UNDER THIS AGREEMENT BE REDUCED BY
ANY COMPENSATION EARNED BY EXECUTIVE AS A RESULT OF EMPLOYMENT BY ANOTHER
EMPLOYER OR BY RETIREMENT BENEFITS AFTER THE DATE OF THE TERMINATION EVENT, OR
OTHERWISE.
3.7
Compliance with Section 409A.
In the event that (i) one or more
payments of compensation or benefits received or to be received by Executive
pursuant to this Agreement ("Agreement Payment") would constitute deferred
compensation subject to Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code") and (ii) Executive is deemed at the time of such
termination of employment to be a "specified employee" under
Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be
made or commence until the earlier of (i) the expiration of the six (6)-month
period measured from the date of Executive's "separation from service" (as such
term is at the time defined in Treasury Regulations under Section 409A of the
Code) with the Company or