EXECUTIVE SHALL BE ENTITLED TO RECEIVE (I) THE EXECUTIVE'S FULL BASE
SALARY EARNED AND ACCRUED THROUGH THE LATER OF FEBRUARY 28, 2005 OR THE DATE OF
TERMINATION (THE "EARNED SALARY") AND (II) ANY VESTED AMOUNTS OR BENEFITS,
INCLUDING THE PERFORMANCE BONUS, OWING TO THE EXECUTIVE UNDER OR IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE RETIREMENT SAVINGS (401
K) PLAN THAT THE COMPANY PROVIDES TO ITS EMPLOYEES, ANY ACCRUED VACATION PAY NOT
YET PAID BY THE COMPANY (THE "ACCRUED OBLIGATIONS") AND (III) THE REMAINING
FIFTEEN MONTHS OF CONTINUED SALARY AND THE REMAINING AND 9 AND ONE HALF MONTHS
OF CONTINUED PARTICIPATION IN GROUP LIFE INSURANCE AND GROUP MEDICAL AND DENTAL
PLANS PROVIDED FOR IN SECTION 8(C) OF THE PRIOR EMPLOYMENT AGREEMENT AND (IV) AT
THE EXPIRATION OF THE 9 AND ONE HALF MONTHS OF CONTINUED PARTICIPATION IN THE
GROUP MEDICAL AND DENTAL PLANS PROVIDED FOR, AN ADDITIONAL 18 MONTHS OF
ELIGIBILITY TO PARTICIPATE IN THE GROUP MEDICAL PLANS AT RATES APPLICABLE TO
PRIOR EMPLOYEES ELECTING COBRA COVERAGE.
ANY EARNED SALARY SHALL BE PAID IN
CASH IN A SINGLE LUMP SUM AS SOON AS PRACTICABLE, BUT IN NO EVENT MORE THAN 30
DAYS, FOLLOWING THE DATE OF TERMINATION (OR AT SUCH EARLIER DATE REQUIRED BY
LAW) AND ACCRUED OBLIGATIONS SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND THE APPLICABLE PLAN, PROGRAM OR ARRANGEMENT.
(B)
TERMINATION FOLLOWING A CHANGE OF CONTROL.
(I)
SUBJECT TO THE PROVISIONS OF SECTION 8(C),
IF, DURING THE EMPLOYMENT PERIOD THERE IS A CHANGE OF CONTROL (AS DEFINED BELOW)
AND PROVIDED THE EXECUTIVE REMAINS EMPLOYED FOR SIX MONTHS FOLLOWING THE CLOSING
OF THE CHANGE OF CONTROL EVENT, OR IF EXECUTIVE IS TERMINATED BY THE COMPANY OR
ITS SUCCESSOR DURING SUCH SIX MONTH PERIOD FOR OTHER THAN CAUSE, OR IF EXECUTIVE
TERMINATES FOR GOOD REASON DURING SUCH SIX MONTH PERIOD, EXECUTIVE SHALL, IN
ADDITION TO THE AMOUNTS PROVIDED IN SECTION 8(A), BE ENTITLED TO RECEIVE A CASH
AMOUNT EQUAL TO ONE YEARS BASE SALARY PAID AS A LUMP SUM.
THE SEVERANCE PAYMENT
SHALL BE PAID WITHIN 14 DAYS OF THE DATE OF TERMINATION.
(II)
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE OF
CONTROL" SHALL BE DEEMED TO HAVE OCCURRED IF:
(A)
ANY PERSON (WITHIN THE MEANING OF SECTION
3(A)(9) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT")), OTHER THAN CVC, OTPP, OR ANY OF THEIR AFFILIATES OR QUALIFIED
TRANSFEREES (AS SUCH TERMS ARE DEFINED IN THE STOCKHOLDERS AGREEMENT), INCLUDING
ANY GROUP (WITHIN THE MEANING OF RULE 13D-5(B) UNDER THE EXCHANGE ACT)),
ACQUIRES "BENEFICIAL OWNERSHIP" (WITHIN THE MEANING OF RULE 13D-3 UNDER THE
EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF HOLDING REPRESENTING
MORE THAN 50% OF THE COMBINED VOTING POWER (AS DEFINED BELOW) OF HOLDING'S
SECURITIES;
5
(B)
AT ANY TIME AFTER AN INITIAL PUBLIC OFFERING
OF THE COMMON STOCK OF HOLDING, A MAJORITY OF THE MEMBERS OF THE BOARD OR OF THE
BOARD OF DIRECTORS OF ANY SUCCESSOR TO HOLDING ARE NOT "CONTINUING DIRECTORS"
WHERE