NOTICE OF TERMINATION IS GIVEN
UNPAID AND PROPERLY DOCUMENTED EXPENSE REIMBURSEMENTS INCURRED IN ACCORDANCE
WITH EMPLOYER'S POLICIES PRIOR TO TERMINATION, AND COMPENSATION FOR ACCRUED, AND
UNUSED VACATION AS OF THE DATE OF TERMINATION AND ANY AMOUNTS TO BE PAID TO HIM
PURSUANT TO THE COMPANY'S RETIREMENT AND OTHER BENEFITS PLANS THEN IN EFFECT
("ACCRUED AMOUNTS"), AND THE COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO
EMPLOYEE UNDER THIS AGREEMENT.
6
(III)
IF EMPLOYEE'S EMPLOYMENT SHALL BE TERMINATED BY THE COMPANY OR BY
EMPLOYEE FOR RETIREMENT OR BY REASON OF EMPLOYEE'S DEATH, EMPLOYEE'S BENEFITS
SHALL BE DETERMINED IN ACCORDANCE WITH THE COMPANY'S RETIREMENT, BENEFIT AND
INSURANCE PROGRAMS THEN IN EFFECT.
(IV)
IF EMPLOYEE'S EMPLOYMENT BY THE COMPANY SHALL BE TERMINATED BY THE
COMPANY OTHER THAN FOR CAUSE AND OTHER THAN BECAUSE OF EMPLOYEE'S DEATH,
DISABILITY OR RETIREMENT OR BY EMPLOYEE FOR GOOD REASON THEN, EFFECTIVE AS OF
THE DATE OF TERMINATION, IN LIEU OF ANY SEVERANCE BENEFITS WHICH HE OTHERWISE
WOULD BE ELIGIBLE TO RECEIVE UNDER THE COMPANY'S SEVERANCE PLAN OR POLICY AS IN
EFFECT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL, EMPLOYEE SHALL BE ENTITLED TO
THE BENEFITS ("SEVERANCE BENEFITS") PROVIDED BELOW:
(A)
THE COMPANY SHALL PAY EMPLOYEE ACCRUED AMOUNTS THROUGH THE DATE OF
TERMINATION AT THE RATE IN EFFECT AT THE TIME THE NOTICE OF TERMINATION IS GIVEN
(EXCLUDING ANY SEVERANCE BENEFITS UNDER THE COMPANY'S SEVERANCE PLAN OR POLICY);
AND
(B)
THE COMPANY SHALL PAY EMPLOYEE, IN ADDITION TO ALL ACCRUED
AMOUNTS, (I) IF PRIOR TO A CHANGE IN CONTROL, EMPLOYEE'S THEN CURRENT BASE
SALARY FOR THE PERIOD COMMENCING ON THE DATE OF TERMINATION AND ENDING UPON THE
EARLIER OF (1) THE LAST DATE OF THE TERM, AND (2) SIX (6) MONTHS AFTER THE DATE
OF TERMINATION; AND (II) IF AFTER A CHANGE IN CONTROL, EMPLOYEE'S THEN CURRENT
BASE SALARY FOR A PERIOD COMMENCING ON THE DATE OF TERMINATION AND ENDING ONE
(1) YEAR AFTER THE DATE OF TERMINATION.
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF ANY
AMOUNT PAYABLE HEREUNDER WOULD, INDIVIDUALLY OR TOGETHER WITH ANY OTHER AMOUNTS
PAID OR PAYABLE, CONSTITUTE AN "EXCESS PARACHUTE PAYMENT," WITHIN THE MEANING OF
SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986 AND ANY APPLICABLE REGULATIONS
THEREUNDER (THE "CODE") WHICH WOULD REQUIRE THE PAYMENT BY EMPLOYEE OF THE
EXCISE TAX IMPOSED BY SECTION 4999 OF THE CODE OR ANY INTEREST OR PENALTY (SUCH
EXCISE TAX, TOGETHER WITH ANY SUCH INTEREST AND PENALTIES, ARE HEREINAFTER
COLLECTIVELY REFERRED TO AS THE "EXCISE TAX"), THEN HE SHALL BE ENTITLED TO
RECEIVE AN ADDITIONAL PAYMENT (THE "GROSS-UP PAYMENT") IN AN AMOUNT SUCH THAT
AFTER THE PAYMENT BY EMPLOYEE OF ALL TAXES (INCLUDING ANY INTEREST OR PENALTIES
IMPOSED WITH RESPECT TO SUCH TAXES) INCLUDING, WITHOUT LIMITATION, ANY INCOME
TAXES (AND ANY INTEREST AND PENALTIES WITH RESPECT THERETO) AND THE EXCISE TAX
IMPOSED UPON THE GROSS-UP PAYMENT, EMPLOYEE SHALL RETAIN AN AMOUNT OF THE
GROSS-UP PAYMENT EQUAL TO THE EXCISE TAX IMPOSED UPON THE TOTAL PAYMENTS TO BE
RECEIVED BY EMPLOYEE PURSUANT TO THIS AGREEMENT.
THE