IN
CONTROL) SHALL CONTINUE TO BE EXERCISABLE BY THE EXECUTIVE (TO THE EXTENT SUCH
OPTION WAS EXERCISABLE ON THE DATE OF TERMINATION) FOR A PERIOD OF SIX MONTHS
FOLLOWING THE DATE OF TERMINATION, NOTWITHSTANDING ANY PROVISION IN ANY
APPLICABLE OPTION AGREEMENT TO THE CONTRARY; PROVIDED HOWEVER THAT IF STOCK
OPTIONS HELD GENERALLY BY EMPLOYEES OF THE COMPANY UNDER THE STOCK OPTION OR
STOCK INCENTIVE PLAN UNDER WHICH EXECUTIVE'S STOCK OPTION WAS GRANTED TERMINATE
OR EXPIRE IF NOT EXERCISED UPON, IMMEDIATELY PRIOR TO OR OTHERWISE IN CONNECTION
WITH THE CHANGE IN CONTROL, SUCH STOCK OPTION HELD BY EXECUTIVE SHALL LIKEWISE
TERMINATE OR EXPIRE.
4.2
COMPENSATION.
IF THE CHANGE IN CONTROL DATE
OCCURS DURING THE TERM AND THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
TERMINATES WITHIN 24 MONTHS FOLLOWING THE CHANGE IN CONTROL DATE, THE EXECUTIVE
SHALL BE ENTITLED TO THE FOLLOWING BENEFITS:
(A)
TERMINATION WITHOUT CAUSE OR FOR GOOD
REASON.
IF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED BY THE
COMPANY (OTHER THAN FOR CAUSE, DISABILITY OR DEATH) OR BY THE EXECUTIVE FOR GOOD
REASON WITHIN 24 MONTHS FOLLOWING THE CHANGE IN CONTROL DATE, THEN THE EXECUTIVE
SHALL BE ENTITLED TO THE FOLLOWING BENEFITS:
6
(I)
THE COMPANY SHALL PAY TO THE EXECUTIVE
IN A LUMP SUM IN CASH WITHIN 30 DAYS AFTER THE DATE OF TERMINATION THE AGGREGATE
OF THE FOLLOWING AMOUNTS:
(1)
THE SUM OF (A) THE EXECUTIVE'S BASE SALARY
THROUGH THE DATE OF TERMINATION, (B) THE PRODUCT OF (X) THE ANNUAL BONUS PAID OR
PAYABLE (INCLUDING ANY BONUS OR PORTION THEREOF WHICH HAS BEEN EARNED BUT
DEFERRED) FOR THE MOST RECENTLY COMPLETED FISCAL YEAR AND (Y) A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE CURRENT FISCAL YEAR THROUGH THE
DATE OF TERMINATION, AND THE DENOMINATOR OF WHICH IS 365 AND (C) THE AMOUNT OF
ANY COMPENSATION PREVIOUSLY DEFERRED BY THE EXECUTIVE (TOGETHER WITH ANY ACCRUED
INTEREST OR EARNINGS THEREON) AND ANY ACCRUED VACATION PAY, IN EACH CASE TO THE
EXTENT NOT PREVIOUSLY PAID (THE SUM OF THE AMOUNTS DESCRIBED IN CLAUSES (A),
(B), AND (C) SHALL BE HEREINAFTER REFERRED TO AS THE "ACCRUED OBLIGATIONS"); AND
(2)
THE AMOUNT EQUAL TO (A) TWO MULTIPLIED BY
(B) THE SUM OF (X) THE EXECUTIVE'S HIGHEST ANNUAL BASE SALARY DURING THE
FIVE-YEAR PERIOD PRIOR TO THE CHANGE IN CONTROL DATE AND (Y) THE EXECUTIVE'S
HIGHEST ANNUAL BONUS DURING THE FIVE-YEAR PERIOD PRIOR TO THE CHANGE IN CONTROL
DATE.
(II)
FOR 24 MONTHS AFTER THE DATE OF
TERMINATION, OR SUCH LONGER PERIOD AS MAY BE PROVIDED BY THE TERMS OF THE
APPROPRIATE PLAN, PROGRAM, PRACTICE OR POLICY, THE COMPANY SHALL CONTINUE TO
PROVIDE BENEFITS TO THE EXECUTIVE AND THE EXECUTIVE'S FAMILY AT LEAST EQUAL TO
THOSE WHICH WOULD HAVE BEEN PROVIDED TO THEM IF THE EXECUTIVE'S EMPLOYMENT HAD
NOT BEEN TERMINATED, IN ACCORDANCE WITH THE APPLICABLE BENEFIT PLANS IN EFFECT
ON THE MEASUREMENT DATE OR, IF MORE FAVORABLE TO THE EXECUTIVE AND HIS FAMILY,
IN EFFECT GENERALLY AT ANY TIME THEREAFTER WITH RESPECT TO OTHER PEER EXECUTIVES