BE
REINSTATED AND SHALL GOVERN THE TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT
FROM AND AFTER THE EXPIRATION OF THE SUPPLEMENT TERM. IF NO EFFECTIVE DATE SHALL
OCCUR DURING THE SUPPLEMENT TERM, THIS SUPPLEMENT SHALL NOT IN ANY WAY MODIFY,
AMEND OR OTHERWISE SUPERCEDE THE EMPLOYMENT AGREEMENT, WHICH SHALL, IN SUCH
INSTANCE, GOVERN THE TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT.
1.2
TERM. THE INITIAL TERM OF THIS SUPPLEMENT SHALL COMMENCE ON THE
SUPPLEMENT DATE AND EXPIRE ON THE SECOND ANNIVERSARY OF THE SUPPLEMENT DATE. ON
THE SECOND ANNIVERSARY AND EACH SUBSEQUENT ANNIVERSARY OF THE SUPPLEMENT DATE,
THE SUPPLEMENT TERM SHALL AUTOMATICALLY BE EXTENDED FOR ONE ADDITIONAL YEAR
UNLESS PRIOR THERETO THE COMPANY SHALL HAVE DELIVERED WRITTEN NOTICE (AN
"EXPIRATION NOTICE") TO EXECUTIVE THAT THIS SUPPLEMENT SHALL EXPIRE AT THE END
OF ITS THEN CURRENT TERM (INCLUDING ANY EXTENSIONS OF THE INITIAL TERM THAT
HAVING PREVIOUSLY OCCURRED) (THE "EXPIRATION DATE"). NOTWITHSTANDING THE
FOREGOING, IF AN EFFECTIVE DATE OCCURS BEFORE THE EXPIRATION DATE, THEN THE
SUPPLEMENT TERM SHALL AUTOMATICALLY BE EXTENDED TO THE SECOND ANNIVERSARY OF THE
EFFECTIVE DATE AND SHALL THEN EXPIRE. IF AN EXPIRATION NOTICE IS GIVEN BUT AN
EFFECTIVE DATE OR A PRE-CHANGE OF CONTROL EVENT OCCURS BEFORE THE EXPIRATION
DATE, THEN THE EXPIRATION NOTICE SHALL BE VOID AND OF NO FURTHER EFFECT.
HOWEVER, IF A PRE-CHANGE OF CONTROL EVENT DOES NOT CULMINATE IN A CHANGE OF
CONTROL, THEN THE EXPIRATION NOTICE SHALL BE REINSTATED AND THE SUPPLEMENT TERM
SHALL EXPIRE ON THE LATER OF (I) THE ORIGINALLY-SPECIFIED EXPIRATION DATE OR
(II) THE DATE THE BOARD DETERMINES IN GOOD FAITH THAT PRE-CHANGE OF CONTROL
EVENT WILL NOT RESULT IN A CHANGE OF CONTROL. THE TERM OF THIS SUPPLEMENT,
INCLUDING ANY AND ALL EXTENSIONS THEREOF OCCURRING PURSUANT TO THIS SECTION 1.1,
SHALL HEREINAFTER BE REFERRED TO AS THE "SUPPLEMENT TERM."
NOTWITHSTANDING
ANYTHING ELSE IN THE SUPPLEMENT TO THE CONTRARY, THIS SUPPLEMENT SHALL HAVE NO
FORCE AND EFFECT UNLESS EXECUTIVE IS AN EMPLOYEE OF THE COMPANIES CONTINUOUSLY
FROM THE SUPPLEMENT DATE TO THE EFFECTIVE DATE.
ARTICLE II.
CERTAIN DEFINITIONS
As used in this Supplement, the terms specified below shall have the following
meanings:
2.1
"ACCOUNTANTS" - SEE SECTION 6.1.
2.2
"ACCRUED ANNUAL BONUS" MEANS THE AMOUNT OF ANY ANNUAL BONUS EARNED
BUT NOT YET PAID WITH RESPECT TO ANY COMPANY'S LATEST FISCAL YEAR ENDED PRIOR TO
EXECUTIVE'S TERMINATION DATE.
2.3
"ACCRUED BASE SALARY" MEANS THE AMOUNT OF EXECUTIVE'S BASE SALARY
THAT IS ACCRUED BUT NOT YET PAID AS OF THE TERMINATION DATE.
2.4
"ACCRUED LTIP BONUS" MEANS THE AMOUNT OF ANY LTIP BONUS EARNED BUT
NOT PAID ON OR PRIOR TO EXECUTIVE'S TERMINATION DATE.
2
2.5
"ACCRUED OBLIGATIONS" MEANS, AS OF ANY DATE, EXECUTIVE'S CURRENT
OBLIGATIONS AND ANY OTHER AMOUNTS AND BENEFITS WHICH ARE THEN DUE TO BE PAID OR
PROVIDED TO EXECUTIVE BY THE COMPANY, BUT HAVE NOT YET BEEN PAID OR PROVIDED (AS
APPLICABLE), INCLUDING, WITHOUT LIMITATION, AMOUNTS EARNED BUT DEFERRED UNDER
THE LTPP.
2.6
"AFFILIATE" OF ANY PERSON MEANS ANY OTHER PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS