FOLLOWING SUCH CHANGE IN CONTROL (THE "PROTECTED
PERIOD") UNLESS SUCH TERMINATION IS (A) A RESULT OF EXECUTIVE'S DEATH,
RETIREMENT OR DISABILITY (EXCEPT AS PROVIDED IN SECTION 3(I) BELOW), (B) BY
EXECUTIVE WITHOUT GOOD REASON (AS DEFINED IN SECTION 3(III) BELOW), OR (C) BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES FOR CAUSE (AS DEFINED IN
SECTION 3(II) BELOW). IN ADDITION, EXECUTIVE SHALL BE ENTITLED TO THE
COMPENSATION PROVIDED FOR IN SECTION 4(IV) HEREOF (AND WITHOUT REGARD TO
SECTION 4(VII) HEREOF) PAYABLE ONLY UPON THE OCCURRENCE OF AN EVENT CONSTITUTING
A SECTION 409A CHANGE IN CONTROL (AS IF HIS TERMINATION HAD OCCURRED AFTER THE
SECTION 409A CHANGE IN CONTROL) IF, AFTER AN AGREEMENT HAS BEEN SIGNED WHICH, IF
CONSUMMATED, WOULD RESULT IN A SECTION 409A CHANGE IN CONTROL, (X) EXECUTIVE IS
TERMINATED WITHOUT CAUSE BY THE COMPANY AND ITS SUBSIDIARIES PRIOR TO THE
SECTION 409A CHANGE IN CONTROL, AND (Y) SUCH TERMINATION WAS AT THE INSTIGATION
OR REQUEST OF THE PARTY TO THE AGREEMENT EVIDENCING THE TRANSACTION THAT WILL
RESULT IN THE SECTION 409A CHANGE IN CONTROL OR OTHERWISE OCCURS IN CONNECTION
WITH THE ANTICIPATED SECTION 409A CHANGE IN CONTROL. "SECTION 409A CHANGE IN
CONTROL" MEANS ANY EVENT DESCRIBED IN SECTION 2 OF THIS AGREEMENT IF SUCH EVENT
ALSO IS A "CHANGE IN CONTROL EVENT" WITHIN THE MEANING OF THE REGULATIONS UNDER
SECTION 409A(A)(2)(A)(V) OF THE CODE DETERMINED IN ACCORDANCE WITH THE UNIFORM
METHODOLOGY AND PROCEDURES ADOPTED BY THE COMPANY.
(I)
DISABILITY; RETIREMENT. FOR PURPOSES OF
THIS AGREEMENT, "DISABILITY" SHALL MEAN PERMANENT AND TOTAL DISABILITY AS SUCH
TERM IS DEFINED
3
UNDER SECTION 22(E)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), WITHOUT REGARD TO WHETHER EXECUTIVE IS SUBJECT TO THE CODE. ANY
QUESTION AS TO THE EXISTENCE OF EXECUTIVE'S DISABILITY UPON WHICH EXECUTIVE AND
THE COMPANY CANNOT AGREE SHALL BE DETERMINED BY A QUALIFIED INDEPENDENT
PHYSICIAN SELECTED BY EXECUTIVE (OR, IF EXECUTIVE IS UNABLE TO MAKE SUCH
SELECTION, SUCH SELECTION SHALL BE MADE BY ANY ADULT MEMBER OF EXECUTIVE'S
IMMEDIATE FAMILY OR EXECUTIVE'S LEGAL REPRESENTATIVE), AND APPROVED BY THE
COMPANY, SAID APPROVAL NOT TO BE UNREASONABLY WITHHELD. THE DETERMINATION OF
SUCH PHYSICIAN MADE IN WRITING TO THE COMPANY AND TO EXECUTIVE SHALL BE FINAL
AND CONCLUSIVE FOR ALL PURPOSES OF THIS AGREEMENT. FOR PURPOSES OF THIS
AGREEMENT, "RETIREMENT" AND COROLLARY TERMS SHALL MEAN EXECUTIVE'S VOLUNTARY
TERMINATION OF EMPLOYMENT WITH THE COMPANY UNDER ANY OF THE COMPANY'S RETIREMENT
PLANS THAT OCCURS PRIOR TO DELIVERY OF A NOTICE OF TERMINATION PURSUANT TO
SECTION 3(IV) BELOW; PROVIDED, THAT NOTWITHSTANDING THE FOREGOING, NO RETIREMENT
THAT OCCURS AFTER ANY OTHER TERMINATION OF EMPLOYMENT SHALL ADVERSELY AFFECT,
INTERFERE WITH OR OTHERWISE IMPAIR IN ANY WAY EXECUTIVE'S RIGHT TO RECEIVE THE
PAYMENTS AND BENEFITS TO WHICH HE IS ENTITLED ON ACCOUNT OF A TERMINATION
WITHOUT CAUSE OR WITH GOOD REASON. ACCORDINGLY, AND FOR THE AVOIDANCE OF DOUBT,
IF EXECUTIVE PROVIDES A NOTICE OF TERMINATION FOR GOOD REASON, AND OTHERWISE
SATISFIES THE CONDITIONS FOR GOOD REASON PURSUANT TO THIS AGREEMENT, AND ALSO
RETIRES, SUCH