TO THE EXECUTIVE BY
THE COMPANY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF ANY EMPLOYEE BENEFIT
PLANS OR ARRANGEMENTS ADOPTED BY THE COMPANY, TO THE EXTENT SUCH AMOUNTS ARE DUE
FROM THE COMPANY.
Except as may otherwise be expressly provided to the contrary in this Agreement,
nothing in this Agreement shall be construed as requiring the Executive to be
treated as employed by the Company for purposes of any employee benefit plan or
arrangement following the date of the Executive's Date of Termination.
(B)
IF THE EXECUTIVE'S EMPLOYMENT TERMINATES UNDER CIRCUMSTANCES
DESCRIBED IN PARAGRAPH 3(C) (TERMINATION FOR CAUSE), PARAGRAPH 3(E) (VOLUNTARY
RESIGNATION), PARAGRAPH 3(F) (TERMINATION BY MUTUAL AGREEMENT), OR IF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY TERMINATES AT THE END OF THE AGREEMENT
TERM DUE TO: (I) NON-RENEWAL OF THE AGREEMENT TERM BY THE EXECUTIVE OR (II)
NON-RENEWAL OF THE AGREEMENT TERM BY THE COMPANY AFTER EXECUTIVE ATTAINS AGE 62,
THEN, EXCEPT UNDER THE CIRCUMSTANCES DESCRIBED
9
IN PARAGRAPH 3(H) (TERMINATIONS AFTER CHANGE OF CONTROL) AND EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR OTHERWISE AGREED IN WRITING BETWEEN THE
EXECUTIVE AND THE COMPANY, THE COMPANY SHALL HAVE NO OBLIGATION TO PAY ANY
SALARY, BONUS, SEVERANCE OR SIMILAR COMPENSATION AMOUNTS TO THE EXECUTIVE UNDER
THIS AGREEMENT FOR PERIODS AFTER THE EXECUTIVE'S DATE OF TERMINATION.
(C)
IF THE EXECUTIVE'S EMPLOYMENT TERMINATES UNDER CIRCUMSTANCES
DESCRIBED IN PARAGRAPH 3(A) (RELATING TO THE EXECUTIVE'S DEATH), PARAGRAPH 3(B)
(RELATING TO THE EXECUTIVE'S DISABILITY), PARAGRAPH 3(D) (CONSTRUCTIVE
TERMINATION), PARAGRAPH 3(G) (TERMINATION BY THE COMPANY FOR REASONS OTHER THAN
FOR CAUSE, DEATH OR DISABILITY), OR DUE TO NON-RENEWAL OF THE AGREEMENT TERM BY
THE COMPANY PRIOR TO EXECUTIVE ATTAINING AGE 62, OR UNDER THE CIRCUMSTANCES
DESCRIBED IN PARAGRAPH 3(H) (TERMINATIONS AFTER CHANGE IN CONTROL), THEN, IN
ADDITION TO THE AMOUNTS PAYABLE IN ACCORDANCE WITH PARAGRAPH 4(A), THE EXECUTIVE
SHALL RECEIVE FROM THE COMPANY A LUMP SUM CASH PAYMENT, PAYABLE WITHIN 30 DAYS
OF SUCH TERMINATION, EQUAL TO (I) TWO AND ONE-HALF (2 1⁄2) TIMES THE TOTAL OF (A)
AND (B), WHERE (A) IS HIS SALARY THEN IN EFFECT, AND (B) IS THE AVERAGE OF
BONUSES PAID TO THE EXECUTIVE WITHIN THE PRECEDING 3 YEARS, OR IF EXECUTIVE IS
EMPLOYED FEWER THAN 3 YEARS, SUCH FEWER NUMBER OF YEARS (ANNUALIZING ANY BONUS
FOR A PARTIAL YEAR) (OR, IF THE DATE OF TERMINATION IS PRIOR TO THE DATE OF THE
FIRST BONUS PAYMENT, THEN (B) IS $500,000, WHICH IS THE EXECUTIVE'S INITIAL
MID-POINT TARGET BONUS OPPORTUNITY); AND (II) A PRO-RATA BONUS FOR THE PORTION
OF THE CALENDAR YEAR ELAPSED THROUGH THE DATE OF TERMINATION BASED ON THE AMOUNT
SET FORTH IN CLAUSE (B) OF THIS PARAGRAPH 4(C).
DURING THE 30-MONTH PERIOD
BEGINNING ON THE DATE OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT PURSUANT TO
PARAGRAPH 3(H), THE EXECUTIVE AND HIS FAMILY MEMBERS SHALL BE ENTITLED TO
CONTINUED PARTICIPATION IN ALL MEDICAL, DENTAL, DISABILITY, LIFE INSURANCE
COVERAGE AND ANY OTHER BENEFIT PLANS AND ARRANGEMENTS, IN EACH CASE WITH
BENEFITS NO LESS FAVORABLE IN ANY MATERIAL RESPECT THAN THE