FORM AND TIMING OF PAYMENT OF SUCH
BONUS SHALL BE DETERMINED IN ACCORDANCE WITH THE METHODOLOGY FOR ESTABLISHING
AND PAYING EXECUTIVE'S ANNUAL BONUS UNDER SECTION 4.2 OF THE EMPLOYMENT
AGREEMENT. [IF, IMMEDIATELY PRIOR TO THE EFFECTIVE DATE, EXECUTIVE PARTICIPATED
IN A PLAN THAT PROVIDED FOR A BONUS PAYABLE IN RESPECT OF A PERFORMANCE PERIOD
OF LESS THAN 12 MONTHS (A "PERIODIC BONUS PERIOD"), THEN THE COMPANIES SHALL
AFFORD EXECUTIVE THE OPPORTUNITY TO RECEIVE A BONUS (A "PERIODIC BONUS") FOR
EACH COMPARABLE PERIOD ENDING DURING THE EMPLOYMENT PERIOD.] EXECUTIVE'S BONUS
OPPORTUNITY IN RESPECT OF ANY SUCH ANNUAL PERFORMANCE PERIOD [OR PERIODIC
PERFORMANCE PERIOD] SHALL NOT BE LESS THAN, AND SHALL HAVE TARGET PERFORMANCE
GOALS NO MORE DIFFICULT TO ACHIEVE THAN, THOSE IN EFFECT WITH RESPECT TO THE
ANNUAL PERFORMANCE PERIOD [OR PERIODIC PERFORMANCE PERIOD, AS THE CASE MAY BE,]
IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE.
10
(C)
OTHER COMPENSATION AND BENEFITS. IN ADDITION TO BASE SALARY AND
ANNUAL BONUS, THROUGHOUT THE EMPLOYMENT PERIOD, THE COMPANIES SHALL PROVIDE THE
FOLLOWING OTHER COMPENSATION AND BENEFITS TO EXECUTIVE, PROVIDED THAT, IN NO
EVENT SHALL SUCH OTHER COMPENSATION AND BENEFITS BE MATERIALLY LESS FAVORABLE,
IN THE AGGREGATE, THAN THE MOST FAVORABLE COMPENSATION AND BENEFITS (BUT
EXCLUSIVE OF BASE SALARY AND ANNUAL BONUS) PROVIDED BY THE COMPANIES TO
EXECUTIVE (INCLUDING ANY SUCH COMPENSATION AND BENEFITS PROVIDED UNDER PLANS
(BUT EXCLUSIVE OF BASE SALARY AND ANNUAL BONUS)) AT ANY TIME DURING THE 90-DAY
PERIOD IMMEDIATELY BEFORE THE EFFECTIVE DATE:
(1)
LTIP AWARDS. LTIP AWARDS SHALL BE GRANTED TO EXECUTIVE BASED ON
WHICHEVER OF THE FOLLOWING METHODS IS MORE FAVORABLE TO EXECUTIVE: (I) IN SUCH
AMOUNTS AND ON SUCH TERMS AS ARE AT LEAST AS FAVORABLE TO EXECUTIVE AS ANY LTIP
AWARDS GRANTED TO ANY PEER EXECUTIVE OR (II) AT LEAST AS FREQUENTLY AS LTIP
AWARDS WERE GRANTED TO EXECUTIVE DURING THE THREE-YEAR PERIOD IMMEDIATELY
PRECEDING THE EFFECTIVE DATE, WITH TARGET PAYMENTS NO LESS THAN THE AVERAGE
(EXPRESSED AS A PERCENTAGE OF EXECUTIVE'S BASE SALARY IN EFFECT AT THE BEGINNING
OF THE APPLICABLE PERFORMANCE PERIOD) OF THE TARGETS APPLICABLE WITH RESPECT TO
THE EXECUTIVE'S LTIP AWARDS OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE DATE,
AND WITH TARGET PERFORMANCE GOALS THAT ARE NOT SUBSTANTIALLY MORE DIFFICULT TO
OBTAIN, ON AVERAGE, THAN THE TARGET PERFORMANCE GOALS UNDER EXECUTIVE'S LTIP
AWARDS OUTSTANDING ON THE EFFECTIVE DATE;
(2)
INCENTIVE, SAVINGS AND RETIREMENT PLANS. EXECUTIVE SHALL BE
ELIGIBLE TO PARTICIPATE IN ALL INCENTIVE (INCLUDING LONG-TERM INCENTIVES),
SAVINGS AND RETIREMENT PLANS ON THE MOST FAVORABLE TERMS APPLICABLE TO ANY PEER
EXECUTIVE;
(3)
WELFARE BENEFIT PLANS. EXECUTIVE AND EXECUTIVE'S FAMILY SHALL BE
ELIGIBLE TO PARTICIPATE IN, AND RECEIVE ANY WELFARE BENEFITS PROVIDED BY THE
COMPANY TO ANY PEER EXECUTIVE AND HIS OR HER FAMILY;
(4)
FRINGE BENEFITS. EXECUTIVE SHALL BE ENTITLED TO FRINGE BENEFITS IN
ACCORDANCE WITH THE MOST FAVORABLE PLANS APPLICABLE TO PEER EXECUTIVES. THE
COMPANIES SHALL ALSO PROVIDE EXECUTIVE AND HIS SPOUSE WITH AT LEAST THE SAME AIR
TRAVEL ARRANGEMENTS AS ARE PROVIDED TO EXECUTIVE AND HIS SPOUSE UNDER SECTION
5.4