OF INTEREST, AND (VI) ANY ACT OR OMISSION WHICH
OCCURRED PRIOR TO THE EFFECTIVE DATE AND WHICH WOULD HAVE CONSTITUTED "CAUSE"
UNDER THE PREVIOUS EMPLOYMENT AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY (THE
"PREVIOUS EMPLOYMENT AGREEMENT").
(D)
TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR
CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON.
IF EXECUTIVE'S EMPLOYMENT
HEREUNDER IS TERMINATED PRIOR TO THE EXPIRATION OF THE TERM BY THE COMPANY FOR
ANY REASON OTHER THAN EXECUTIVE'S DEATH, DISABILITY OR CAUSE, OR IF EXECUTIVE
TERMINATES HIS EMPLOYMENT HEREUNDER PRIOR TO THE EXPIRATION OF THE TERM FOR GOOD
REASON, THEN:
(I)
THE COMPANY SHALL CONTINUE TO PAY TO EXECUTIVE THE BASE SALARY
FOR TWELVE (12) MONTHS FROM THE DATE OF SUCH TERMINATION (THE "SEVERANCE
PERIOD") IN THE TIME AND MANNER SET FORTH BELOW;
(II)
THE COMPANY SHALL PAY EXECUTIVE WITHIN THIRTY (30) DAYS OF THE
DATE OF SUCH TERMINATION IN A LUMP SUM IN CASH ANY ACCRUED OBLIGATIONS (AS
DEFINED IN PARAGRAPH 1(F) BELOW);
(III)
ANY COMPENSATION AWARDS OF EXECUTIVE BASED ON, OR IN THE FORM OF,
COMPANY EQUITY (E.G. RESTRICTED STOCK, RESTRICTED STOCK UNITS, STOCK OPTIONS OR
SIMILAR INSTRUMENTS) THAT ARE OUTSTANDING AND UNVESTED AT THE TIME OF SUCH
TERMINATION BUT WHICH WOULD, BUT FOR A TERMINATION OF EMPLOYMENT, HAVE VESTED
DURING THE SEVERANCE PERIOD SHALL VEST IN THE TIME AND MANNER SET FORTH BELOW;
PROVIDED THAT ANY OUTSTANDING AWARD WITH A VESTING SCHEDULE THAT WOULD, BUT FOR
A TERMINATION OF EMPLOYMENT, HAVE RESULTED IN A SMALLER PERCENTAGE (OR NONE) OF
THE AWARD BEING VESTED THROUGH THE END OF THE SEVERANCE PERIOD THAN IF IT VESTED
ANNUALLY PRO RATA OVER ITS VESTING PERIOD SHALL, FOR PURPOSES OF THIS PROVISION,
BE TREATED AS THOUGH IT VESTED ANNUALLY PRO RATA OVER ITS VESTING PERIOD
(E.G.,
IF 100 RSUS WERE GRANTED 2.7 YEARS PRIOR TO THE DATE OF TERMINATION AND VESTED
PRO RATA ON THE FIRST FIVE ANNIVERSARIES OF THE GRANT DATE AND 100 RSUS WERE
GRANTED 1.7 YEARS PRIOR TO THE DATE OF TERMINATION AND VESTED ON THE FIFTH
ANNIVERSARY OF THE GRANT DATE, THEN ON THE DATE OF TERMINATION 20 RSUS FROM THE
FIRST AWARD AND 40 RSUS FROM THE SECOND AWARD WOULD VEST IN THE TIME AND MANNER
SET FORTH BELOW); AND PROVIDED FURTHER THAT ANY AMOUNTS THAT WOULD VEST UNDER
THIS PROVISION BUT FOR THE FACT THAT OUTSTANDING PERFORMANCE CONDITIONS HAVE NOT
BEEN SATISFIED SHALL VEST ONLY IF, AND AT SUCH POINT AS, SUCH PERFORMANCE
CONDITIONS ARE SATISFIED; AND
(iv)
any then vested options of Executive (including options vesting as
a result of (iii) above) to purchase Company equity, shall remain exercisable
through the date that is eighteen months following the date of such termination
or, if earlier, through the scheduled expiration date of such options.
2
The payment to Executive of the severance benefits described in this
Section 1(d) generally (including any accelerated vesting) shall be subject to
Executive's execution and non-revocation of a general release of the Company and
its affiliates, in a form substantially similar to