DATE OF TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT HEREUNDER, WHICH DATE SHALL BE (A) IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE EXECUTIVE'S DEATH, THE DATE OF THE EXECUTIVE'S DEATH, (B) IF
THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BECAUSE OF THE EXECUTIVE'S DISABILITY,
THE DISABILITY EFFECTIVE DATE, (C) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
BY THE COMPANY (OR APPLICABLE AFFILIATED COMPANY) FOR CAUSE OR BY THE EXECUTIVE
FOR GOOD REASON, THE DATE ON WHICH THE NOTICE OF TERMINATION IS GIVEN, (D) IF
THE EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 2.2, THE DATE ON
WHICH THE EMPLOYMENT TERM ENDS PURSUANT TO SECTION 2.2 DUE TO A PARTY'S DELIVERY
OF A NOTICE OF TERMINATION THEREUNDER, AND (E) IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION, WHICH DATE SHALL IN NO EVENT BE EARLIER THAN THE DATE SUCH NOTICE
IS GIVEN; PROVIDED, HOWEVER, THAT IF WITHIN 30 DAYS AFTER ANY NOTICE OF
TERMINATION IS GIVEN, THE PARTY RECEIVING SUCH NOTICE OF TERMINATION NOTIFIES
THE OTHER PARTY THAT A DISPUTE EXISTS CONCERNING THE TERMINATION, THE DATE OF
TERMINATION SHALL BE THE DATE ON WHICH THE DISPUTE IS FINALLY DETERMINED, EITHER
BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES OR BY A FINAL JUDGMENT, ORDER OR
DECREE OF A COURT OF COMPETENT JURISDICTION (THE TIME FOR APPEAL THEREFROM
HAVING EXPIRED AND NO APPEAL HAVING BEEN PERFECTED).
4.8
OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(A)
GOOD REASON OR DURING THE WINDOW PERIOD; OTHER THAN FOR CAUSE,
DEATH OR DISABILITY. IF, DURING THE EMPLOYMENT TERM, THE COMPANY (OR APPLICABLE
AFFILIATED COMPANY) SHALL TERMINATE THE EXECUTIVE'S EMPLOYMENT HEREUNDER OTHER
THAN FOR CAUSE OR DISABILITY OR THE EXECUTIVE SHALL TERMINATE THE EXECUTIVE'S
EMPLOYMENT EITHER FOR GOOD REASON OR WITHOUT GOOD REASON DURING THE WINDOW
PERIOD:
(I)
THE COMPANY SHALL PAY TO THE EXECUTIVE (EITHER IN A LUMP SUM OR
ON IN EQUAL MONTHLY INSTALLMENTS OVER A 12-MONTH PERIOD AFTER THE DATE OF
TERMINATION, AT THE COMPANY'S OPTION) THE SUM OF (1) THE THAT PORTION
EXECUTIVE'S BASE SALARY THAT WAS NOT PREVIOUSLY PAID TO THE EXECUTIVE FROM THE
LAST PAYMENT DATE THROUGH THE DATE OF TERMINATION, AND (2) AN AMOUNT EQUAL 12
MONTHS SALARY AT THE LEVEL OF THE EXECUTIVE'S BASE SALARY THEN IN EFFECT, (SUCH
12 MONTHS AMOUNT IS HEREINAFTER REFERRED TO AS THE "SEVERANCE AMOUNT");
(ii)
all stock options, stock appreciation rights, and restricted
stock shall immediately vest;
(iii)
all stock options and stock appreciation rights shall be payable
in Common Stock;
(iv)
all performance share units that would vest in the course of any
fiscal year shall vest on a pro rata basis; and
(v)
the Company shall pay, on a grossed-up basis (as determined in the
same manner as under Section 3.4(b) herein) the amount of any excise and income
taxes payable by Executive as a result of any payments in Common Stock triggered
by this Agreement, or other agreements between Executive and the Company, or any
of its subsidiaries.
TO THE EXTENT NOT THERETOFORE PAID OR