WILL NO LONGER BE SUBJECT TO A RIGHT OF REPURCHASE BY THE COMPANY AND
(C) NOTWITHSTANDING ANY PROVISION IN ANY APPLICABLE OPTION AGREEMENT TO THE
CONTRARY, IF EXECUTIVE'S EMPLOYMENT IS TERMINATED IN CONNECTION WITH, IN
ANTICIPATION OF, OR WITHIN SIX MONTHS AFTER A CHANGE IN CONTROL, EACH SUCH
OPTION SHALL CONTINUE TO BE EXERCISABLE BY THE EXECUTIVE (TO THE EXTENT SUCH
OPTION WAS EXERCISABLE ON THE CHANGE IN CONTROL DATE) FOR A PERIOD OF SIX MONTHS
FOLLOWING THE DATE OF TERMINATION OF SUCH EMPLOYMENT.
4.2
COMPENSATION.
IF THE CHANGE IN CONTROL DATE
OCCURS DURING THE TERM:
(A)
THE COMPANY SHALL PAY TO THE EXECUTIVE IN A
LUMP SUM IN CASH WITHIN 30 DAYS AFTER THE CHANGE IN CONTROL DATE THE AGGREGATE
OF THE FOLLOWING AMOUNTS:
3
(I)
THE SUM OF (1) THE EXECUTIVE'S BASE
SALARY THROUGH THE CHANGE IN CONTROL DATE, (2) THE PRODUCT OF (A) 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 (B) A
FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE CURRENT FISCAL
YEAR THROUGH THE CHANGE IN CONTROL DATE, AND THE DENOMINATOR OF WHICH IS 365 AND
(3) 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 (1), (2), AND (3) SHALL BE HEREINAFTER REFERRED TO
AS THE "ACCRUED OBLIGATIONS"); AND
(II)
THE AMOUNT EQUAL TO (1) THREE MULTIPLIED
BY (2) THE SUM OF (A) THE EXECUTIVE'S HIGHEST ANNUAL BASE SALARY DURING THE
FIVE-YEAR PERIOD PRIOR TO THE CHANGE IN CONTROL DATE AND (B) THE EXECUTIVE'S
HIGHEST ANNUAL BONUS DURING THE FIVE-YEAR PERIOD PRIOR TO THE CHANGE IN CONTROL
DATE.
(B)
FOR 24 MONTHS AFTER THE CHANGE IN CONTROL
DATE, 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
PROVIDED TO THEM IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL DATE, 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 OF THE COMPANY AND ITS
AFFILIATED COMPANIES; PROVIDED, HOWEVER, THAT IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED DURING THIS PERIOD AND THE EXECUTIVE BECOMES REEMPLOYED WITH ANOTHER
EMPLOYER AND IS ELIGIBLE TO RECEIVE A PARTICULAR TYPE OF BENEFITS (E.G., HEALTH
INSURANCE BENEFITS) FROM SUCH EMPLOYER ON TERMS AT LEAST AS FAVORABLE TO THE
EXECUTIVE AND HIS FAMILY AS THOSE BEING PROVIDED BY THE COMPANY, THEN THE
COMPANY SHALL NO LONGER BE REQUIRED TO PROVIDE THOSE PARTICULAR BENEFITS TO THE
EXECUTIVE AND HIS FAMILY; AND
(C)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
DURING THE 24-MONTH PERIOD FOLLOWING THE CHANGE