IN EFFECT
IMMEDIATELY PRIOR TO (A) THE CHANGE OF CONTROL, OR (B) EXECUTIVE'S TERMINATION,
WHICHEVER IS GREATER).
(II)
BONUS PAYMENT.
EXECUTIVE WILL RECEIVE A LUMP SUM CASH
PAYMENT (LESS APPLICABLE WITHHOLDING TAXES) IN AN AMOUNT EQUAL TO THE SUM OF (A)
AN AMOUNT EQUAL TO THE EXECUTIVE'S ANNUAL INCENTIVE AT THE TARGET LEVEL
APPLICABLE DURING THE YEAR OF EXECUTIVE'S TERMINATION, AND (B) AN ADDITIONAL
AMOUNT EQUAL TO THE CURRENT YEAR'S ANNUAL INCENTIVE PRO-RATED TO THE DATE OF
TERMINATION, WITH SUCH PRO-RATED AMOUNT TO BE CALCULATED BY MULTIPLYING THE
CURRENT YEAR'S TARGET INCENTIVE LEVEL BY A FRACTION WITH A NUMERATOR EQUAL TO
THE NUMBER OF DAYS BETWEEN THE START OF THE CURRENT FISCAL YEAR AND THE DATE OF
TERMINATION AND A DENOMINATOR EQUAL TO 365.
(III)
EQUITY AWARDS.
ALL OF THE EXECUTIVE'S THEN OUTSTANDING
AWARDS RELATING TO THE COMPANY'S COMMON STOCK (WHETHER STOCK OPTIONS, STOCK
APPRECIATION RIGHTS, SHARES OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, OR
OTHERWISE (COLLECTIVELY, THE "EQUITY AWARDS")) WILL VEST IN ACCORDANCE WITH AND
OTHERWISE REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE EQUITY
AWARD AGREEMENT.
(IV)
BENEFITS.
THE COMPANY AGREES TO REIMBURSE EXECUTIVE FOR
THE SAME LEVEL OF HEALTH COVERAGE AND BENEFITS AS IN EFFECT FOR EXECUTIVE ON THE
DAY IMMEDIATELY PRECEDING THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT (1)
EXECUTIVE CONSTITUTES A QUALIFIED BENEFICIARY, AS DEFINED IN SECTION
4980(B)(G)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND
(2) EXECUTIVE ELECTS CONTINUATION COVERAGE PURSUANT TO THE CONSOLIDATED OMNIBUS
BUDGET RECONCILIATION ACT OF 1985, AS AMENDED ("COBRA"), WITHIN THE TIME PERIOD
PRESCRIBED PURSUANT TO COBRA.
THE COMPANY WILL CONTINUE TO REIMBURSE EXECUTIVE
FOR CONTINUATION COVERAGE THROUGH THE EARLIER OF (A) THE SEVERANCE PERIOD, OR
(B) THE DATE UPON WHICH EXECUTIVE AND EXECUTIVE'S ELIGIBLE DEPENDENTS BECOME
COVERED UNDER SIMILAR PLANS.
EXECUTIVE WILL THEREAFTER BE RESPONSIBLE FOR THE
PAYMENT OF COBRA PREMIUMS (INCLUDING, WITHOUT LIMITATION, ALL ADMINISTRATIVE
EXPENSES) FOR THE REMAINING COBRA PERIOD.
(B)
TIMING OF SEVERANCE PAYMENTS.
THE COMPANY
WILL PAY THE SEVERANCE PAYMENTS TO WHICH EXECUTIVE IS ENTITLED AS SALARY
CONTINUATION ON THE SAME BASIS AND TIMING AS IN EFFECT FOR OTHER PAYROLL
PAYMENTS IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL.
THE COMPANY WILL
2
PAY THE SEVERANCE PAYMENTS TO WHICH EXECUTIVE IS ENTITLED AS BONUS PAYMENTS IN A
LUMP SUM AS SOON AS PRACTICABLE FOLLOWING THE DATE OF TERMINATION.
IF EXECUTIVE
SHOULD DIE BEFORE ALL OF THE SALARY CONTINUATION SEVERANCE AMOUNTS HAVE BEEN
PAID, SUCH UNPAID AMOUNTS WILL BE PAID IN A LUMP-SUM PAYMENT (LESS ANY
WITHHOLDING TAXES) TO EXECUTIVE'S DESIGNATED BENEFICIARY, IF LIVING, OR
OTHERWISE TO THE PERSONAL REPRESENTATIVE OF EXECUTIVE'S ESTATE.
(C)
VOLUNTARY RESIGNATION; TERMINATION FOR
CAUSE.
IF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY TERMINATES (I) VOLUNTARILY BY
EXECUTIVE (OTHER THAN FOR GOOD REASON) OR (II) FOR CAUSE BY THE COMPANY, THEN
EXECUTIVE WILL NOT BE ENTITLED TO RECEIVE SEVERANCE OR OTHER BENEFITS EXCEPT FOR
THOSE (IF ANY) AS MAY THEN BE ESTABLISHED UNDER THE COMPANY'S THEN EXISTING
SEVERANCE AND BENEFITS PLANS AND PRACTICES OR PURSUANT TO OTHER WRITTEN
AGREEMENTS WITH THE