(X) ONE
HUNDRED TWENTY-FIVE PERCENT (125%); MULTIPLIED BY (Y) THE SUM OF EMPLOYEE'S BASE
SALARY AND TARGET BONUS, PAYABLE WITHIN THIRTY (30) DAYS FOLLOWING THE
TERMINATION DATE AND (II) CONTINUATION OF THE WELFARE BENEFITS DESCRIBED IN
SECTION 2.3(A) FOR SEVEN AND ONE-HALF (7-1/2) MONTHS (THE "SEVERANCE PERIOD") TO
THE EXTENT PERMISSIBLE UNDER THE TERMS OF THE RELEVANT BENEFIT PLANS.
(D)
EMPLOYEE'S RIGHT TO RECEIVE ANY SEVERANCE PAY UNDER
SECTION 3.4(B) OR SECTION 3.4(C) ABOVE IS CONDITIONED UPON (I) EMPLOYEE
EXECUTING AND DELIVERING TO THE COMPANY, BEFORE ANY PAYMENT IS DUE OR SCHEDULED
TO BEGIN, A RELEASE AGREEMENT, WHICH SHALL, AMONG OTHER THINGS, CONTAIN A
GENERAL RELEASE BY EMPLOYEE OF ALL CLAIMS ARISING OUT OF HIS EMPLOYMENT AND
TERMINATION OF EMPLOYMENT BY THE COMPANY; (II) EMPLOYEE'S COMPLIANCE WITH ALL
TERMS OF THAT SEPARATION AGREEMENT AND GENERAL RELEASE; AND (III) EMPLOYEE'S
COMPLIANCE WITH
6
ALL OF HIS OBLIGATIONS WHICH SURVIVE TERMINATION OF THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION THOSE DESCRIBED IN ARTICLE IV BELOW.
THE SEVERANCE PAY IS
INTENDED TO BE IN LIEU OF ALL OTHER PAYMENTS TO WHICH EMPLOYEE MIGHT OTHERWISE
BE ENTITLED IN RESPECT OF HIS TERMINATION WITHOUT CAUSE.
THE COMPANY SHALL HAVE
NO FURTHER OBLIGATIONS HEREUNDER OR OTHERWISE WITH RESPECT TO EMPLOYEE'S
EMPLOYMENT FROM AND AFTER THE TERMINATION DATE, AND THE COMPANY SHALL CONTINUE
TO HAVE ALL OTHER RIGHTS AVAILABLE HEREUNDER (INCLUDING WITHOUT LIMITATION, ALL
RIGHTS UNDER ARTICLE IV HEREOF) AT LAW OR IN EQUITY.
(E)
FOR THE PURPOSE OF THIS AGREEMENT, A "CHANGE IN CONTROL" MEANS THE
FIRST TO OCCUR OF ANY OF THE FOLLOWING, CONSTRUED IN ACCORDANCE WITH
SECTION 409A OF THE CODE:
(I)
THE DATE ANY PERSON OR GROUP (AS DEFINED BELOW) ACQUIRES (OR HAS
ACQUIRED DURING THE 12-MONTH PERIOD ENDING ON THE DATE OF THE MOST RECENT
ACQUISITION BY THE PERSON OR GROUP), OTHER THAN FROM THE PARENT, OWNERSHIP OF
30% OR MORE OF THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OF THE PARENT ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS; PROVIDED, HOWEVER, THAT ANY ACQUISITION BY THE PARENT OR ANY OF ITS
SUBSIDIARIES, OR ANY CORPORATION WITH RESPECT TO WHICH, FOLLOWING SUCH
ACQUISITION, MORE THAN 50% OF THE COMBINED VOTING POWER OF THE THEN OUTSTANDING
VOTING SECURITIES OF SUCH CORPORATION ENTITLED TO VOTE GENERALLY IN THE ELECTION
OF DIRECTORS IS THEN BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY ALL OR
SUBSTANTIALLY ALL OF THE INDIVIDUALS AND ENTITIES WHO WERE THE BENEFICIAL OWNERS
OF THE VOTING SECURITIES OF THE PARENT IN SUBSTANTIALLY THE SAME PORTION AS
THEIR OWNERSHIP, IMMEDIATELY PRIOR TO SUCH ACQUISITION, OF THE COMBINED VOTING
POWER OF THE THEN OUTSTANDING VOTING SECURITIES OF THE PARENT ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF DIRECTORS SHALL NOT CONSTITUTE A CHANGE IN
CONTROL.
"PERSON" MEANS ANY INDIVIDUAL, ENTITY OR GROUP (WITHIN THE MEANING OF
SECTION 13(D)(3) OR 14(D)(2) OF THE SECURITIES EXCHANGE ACT OF 1934), OTHER THAN
ANY EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) OF THE PARENT OR ITS SUBSIDIARIES,
OR ANY UNDERWRITER OF THE CAPITAL STOCK OF THE PARENT IN