OF THE ENTIRE MEMBERSHIP OF THE BOARD DETERMINED, IN GOOD FAITH, THAT
THE EXECUTIVE ENGAGED IN CONDUCT SET FORTH IN THE DEFINITION OF CAUSE HEREIN,
THE EXECUTIVE
SHALL THEREUPON BE IMMEDIATELY TERMINATED FOR CAUSE.
(II)
IN THE EVENT THE COMPANY TERMINATES THE EXECUTIVE'S EMPLOYMENT
FOR CAUSE, THE EXECUTIVE SHALL BE ENTITLED TO HIS BASE SALARY THEN IN EFFECT
THROUGH THE DATE OF THE TERMINATION, PAYABLE IN A LUMP SUM PROMPTLY AFTER SUCH
TERMINATION OF EMPLOYMENT.
(D)
TERMINATION WITHOUT CAUSE BY THE COMPANY OR CONSTRUCTIVE TERMINATION BY THE
EXECUTIVE.
(I)
IN THE EVENT THAT (X) THE EXECUTIVE'S TERM OF EMPLOYMENT IS
TERMINATED BY THE COMPANY WITHOUT CAUSE, OTHER THAN DUE TO DISABILITY OR DEATH
OR (Y) THERE IS A CONSTRUCTIVE TERMINATION, AND, IN EITHER SUCH CASE, SUCH
TERMINATION OCCURS AFTER THE EFFECTIVE DATE BUT PRIOR TO OCTOBER 21, 2007, THE
EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING BENEFITS:
(A)
PAYMENT OF BASE SALARY THEN IN EFFECT THROUGH THE DATE OF
TERMINATION, PAYABLE IN A LUMP SUM PROMPTLY AFTER SUCH TERMINATION OF
EMPLOYMENT;
(B)
CONTINUED PAYMENT OF BASE SALARY, AT THE ANNUALIZED RATE IN EFFECT
ON THE DATE OF TERMINATION, FOR A PERIOD OF 24 MONTHS FOLLOWING THE DATE OF SUCH
TERMINATION;
(C)
TO THE EXTENT UNPAID AS OF THE DATE OF HIS TERMINATION, PAYMENT OF
THE 2003 BONUS AND THE 2004 BONUS, PAYABLE IN A SINGLE INSTALLMENT NO LATER THAN
THIRTY (30) DAYS AFTER SUCH TERMINATION OF EMPLOYMENT;
(D)
IF THE DATE OF SUCH TERMINATION OCCURS IN CALENDAR YEAR 2005, 2006
OR 2007 (BUT PRIOR TO OCTOBER 21, 2007), A LUMP SUM PAYMENT EQUAL TO A PRO-RATA
PORTION OF THE ANNUAL BONUS, IF ANY, WHICH THE EXECUTIVE WOULD HAVE RECEIVED
PURSUANT TO SECTION 5 OF THIS AGREEMENT IN RESPECT OF SUCH YEAR IF THE EXECUTIVE
HAD REMAINED EMPLOYED HEREUNDER THROUGH THE DATE ANNUAL BONUSES ARE PAYABLE TO
SENIOR EXECUTIVE OFFICERS IN RESPECT OF SUCH YEAR UNDER THE APPLICABLE BONUS
PLANS, WITH SUCH PRO-RATA PORTION BASED
7
ON THE NUMBER OF DAYS THE EXECUTIVE WAS EMPLOYED DURING THE APPLICABLE YEAR
(RELATIVE TO THE NUMBER OF DAYS IN SUCH YEAR); AND
(E)
THE EXECUTIVE SHALL BE ENTITLED TO CONTINUED PARTICIPATION, AT THE
SAME LEVEL OF EXPENSE PAID BY THE EXECUTIVE PRIOR TO SUCH TERMINATION, IN ALL
MEDICAL, DENTAL, VISION AND HOSPITALIZATION INSURANCE COVERAGE AND IN OTHER
SIMILAR WELFARE EMPLOYEE BENEFIT PLANS OR PROGRAMS GENERALLY AVAILABLE TO
EMPLOYEES OF THE COMPANY (COLLECTIVELY, "WELFARE PLANS") IN WHICH HE WAS
PARTICIPATING ON THE DATE OF HIS TERMINATION UNTIL THE EARLIER OF:
(1) 24
MONTHS FOLLOWING THE DATE OF TERMINATION AND
(2) THE DATE, OR DATES, HE BECOMES
ELIGIBLE FOR COVERAGE AND BENEFITS UNDER CORRESPONDING PLANS AND PROGRAMS OF A
SUBSEQUENT EMPLOYER.
THE EXECUTIVE SHALL PROMPTLY ADVISE THE COMPANY OF ANY
SUCH SUBSEQUENT EMPLOYMENT AND THE BENEFITS HE RECEIVES IN CONNECTION
THEREWITH.
IN THE EVENT THE COMPANY'S WELFARE PLANS DO NOT PERMIT CONTINUATION
OF THE EXECUTIVE'S PARTICIPATION FOLLOWING HIS TERMINATION, THE COMPANY SHALL
PROVIDE THE EXECUTIVE WITH AN AMOUNT THAT, AFTER TAXES, IS SUFFICIENT FOR HIM