ALL VESTED NONFORFEITABLE AMOUNTS OWING OR ACCRUED AT THE
TERMINATION DATE UNDER COMPENSATION AND BENEFIT PLANS, PROGRAMS, AND
ARRANGEMENTS SET FORTH OR REFERRED TO IN SECTION 3 HEREOF IN WHICH EXECUTIVE
THERETOFORE PARTICIPATED WILL BE PAID UNDER THE TERMS AND CONDITIONS OF SUCH
PLANS, PROGRAMS, AND ARRANGEMENTS (AND AGREEMENTS AND DOCUMENTS THEREUNDER);
(III)
REASONABLE BUSINESS EXPENSES AND DISBURSEMENTS INCURRED BY
EXECUTIVE PRIOR TO SUCH TERMINATION WILL BE REIMBURSED IN ACCORDANCE WITH
SECTION 3(E);
(IV)
EXCEPT AS PROVIDED IN SECTION 5.6, ALL STOCK OPTIONS AND OTHER
EQUITY AWARDS WILL BE GOVERNED BY THE TERMS OF THE PLANS AND PROGRAMS UNDER
WHICH THE OPTIONS OR OTHER AWARDS WERE GRANTED; AND
(V)
EXECUTIVE MAY ELECT CONTINUED PARTICIPATION AFTER TERMINATION IN
THE COMPANY'S HEALTH AND MEDICAL COVERAGE FOR HIMSELF AND HIS SPOUSE AND
DEPENDENT CHILDREN AFTER SUCH COVERAGE WOULD OTHERWISE END UNTIL SUCH TIME AS
EXECUTIVE BECOMES ELIGIBLE FOR MEDICARE; PROVIDED, HOWEVER, THAT IN THE EVENT OF
SUCH ELECTION, EXECUTIVE SHALL PAY THE COMPANY EACH YEAR (ON A MONTHLY BASIS) AN
AMOUNT EQUAL TO THE THEN-CURRENT ANNUAL COBRA PREMIUM BEING PAID (OR PAYABLE) BY
ANY OTHER FORMER EMPLOYEE OF THE COMPANY.
(B)
TERMINATION BY REASON OF DEATH.
IF
EXECUTIVE DIES DURING THE TERM, THE COMPANY SHALL PAY TO THE LAST BENEFICIARY
DESIGNATED BY EXECUTIVE BY WRITTEN NOTICE TO THE COMPANY OR, FAILING SUCH
DESIGNATION, TO EXECUTIVE'S ESTATE, THE FOLLOWING AMOUNTS:
(I)
THE STANDARD TERMINATION PAYMENTS (AS DEFINED IN SECTION 4(A));
(II)
A LUMP SUM PAYMENT EQUAL TO (A) EXECUTIVE'S ANNUAL BASE SALARY,
PLUS (B) EXECUTIVE'S TARGET BONUS FOR THE YEAR OF TERMINATION, PAYABLE IN
ACCORDANCE WITH SECTION 4(G); AND
(III)
A PRO RATA PORTION OF EXECUTIVE'S TARGET BONUS FOR THE YEAR OF
TERMINATION THROUGH THE DATE OF DEATH, PAYABLE IN ACCORDANCE WITH SECTION 4(G).
(C)
TERMINATION BY THE COMPANY FOR CAUSE.
THE
COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE BY GIVING A
CAUSE TERMINATION NOTICE (AS DEFINED BELOW) IN ACCORDANCE WITH AND SUBJECT TO
THE PROVISIONS OF THIS SECTION 4(C).
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"CAUSE" SHALL MEAN EXECUTIVE'S GROSS MISCONDUCT (AS DEFINED HEREIN) OR WILLFUL
AND MATERIAL BREACH OF SECTION 5.1(A) (OTHER THAN THE FIRST SENTENCE THEREOF),
5.1(B), 5.2 (OTHER THAN THE FIRST AND PENULTIMATE SENTENCES THEREOF) OR 5.3.
"GROSS MISCONDUCT" SHALL MEAN (I) EXECUTIVE'S CONVICTION (INCLUDING CONVICTION
ON A NOLO CONTENDERE PLEA) IN A COURT OF LAW OF A FELONY, OR (II) EXECUTIVE'S
WILLFUL AND CONTINUED FAILURE SUBSTANTIALLY TO PERFORM HIS MATERIAL DUTIES UNDER
THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, AN ACT OR FAILURE TO ACT ON
EXECUTIVE'S PART SHALL BE CONSIDERED "WILLFUL" IF IT WAS DONE OR OMITTED TO BE
DONE BY HIM KNOWINGLY, PURPOSEFULLY AND NOT IN GOOD FAITH AND SHALL NOT INCLUDE,
WITHOUT LIMITATION, ANY ACT OR FAILURE TO ACT RESULTING FROM ANY DISAGREEMENT OR
DIFFERENCE OF VIEWS BETWEEN EXECUTIVE AND ONE OR MORE DIRECTORS OR OFFICERS OF
THE COMPANY OR ANY OF ITS AFFILIATES WITH RESPECT TO ANY MATTER(S) RELATING TO
THE BUSINESS, AFFAIRS OR OPERATIONS OF THE COMPANY AND/OR ANY OF ITS AFFILIATES