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); 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.
THE PAYMENT TO EXECUTIVE OF THE SEVERANCE BENEFITS DESCRIBED IN SECTION 1(D)(I)
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
THAT USED FOR SIMILARLY SITUATED EXECUTIVES OF THE COMPANY AND ITS AFFILIATES,
SUCH GENERAL RELEASE TO BE EXECUTED AND PROMPTLY DELIVERED TO THE COMPANY (AND
IN NO EVENT LATER THAN 21 DAYS FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT,
2
OR SUCH LONGER PERIOD AS MAY BE REQUIRED BY APPLICABLE LAW) AND EXECUTIVE'S
COMPLIANCE WITH THE RESTRICTIVE COVENANTS SET FORTH IN SECTION 2 HEREOF.
ANY
SEVERANCE BENEFITS DUE TO EXECUTIVE PURSUANT TO SECTION 1(D)(I) SHALL BE PAID IN
EQUAL BIWEEKLY INSTALLMENTS (OR, IF DIFFERENT, IN ACCORDANCE WITH THE COMPANY'S
PAYROLL PRACTICE AS IN EFFECT FROM TIME TO TIME) OVER THE COURSE OF A PERIOD OF
TWELVE (12) MONTHS BEGINNING IN THE SECOND MONTH FOLLOWING THE MONTH IN WHICH
EMPLOYEE'S SEPARATION FROM SERVICE (AS SUCH TERM IS DEFINED BELOW) TOOK PLACE.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN THE OCCURRENCE OF ANY
OF THE FOLLOWING WITHOUT EXECUTIVE'S PRIOR WRITTEN CONSENT:
(A) THE MATERIAL
DIMINUTION IN EXECUTIVE'S BASE SALARY, (B) A MATERIAL ADVERSE CHANGE IN
REPORTING STRUCTURE SUCH THAT EXECUTIVE IS NO LONGER REPORTING TO THE REPORTING
OFFICER, (C) A MATERIAL ADVERSE CHANGE IN EXECUTIVE'S TITLE, DUTIES OR LEVEL OF
RESPONSIBILITIES AS COMPARED TO THOSE EXISTING AS OF THE EFFECTIVE DATE,
EXCLUDING FOR THIS PURPOSE ANY SUCH CHANGE THAT IS AN ISOLATED AND INADVERTENT
ACTION NOT TAKEN IN BAD FAITH BUT INCLUDING ANY CIRCUMSTANCE UNDER WHICH THE
COMPANY IS NO LONGER PUBLICLY TRADED AND IS CONTROLLED BY ANOTHER COMPANY, OR
(D) THE MATERIAL RELOCATION OF EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT FROM
THE LOCATION IN EFFECT AS OF THE EFFECTIVE DATE (E.G., OUTSIDE OF THE GREATER
NEW YORK CITY METROPOLITAN AREA); PROVIDED, THAT IN NO EVENT SHALL EXECUTIVE'S
RESIGNATION BE FOR "GOOD REASON" UNLESS (X) AN EVENT OR CIRCUMSTANCE SET FORTH
IN CLAUSES (A), (B), (C) OR (D) SHALL HAVE OCCURRED AND