ITS TERMS.
(F)
BY THE EXECUTIVE OTHER THAN FOR GOOD
REASON.
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT HEREUNDER OTHER THAN FOR
GOOD REASON AT ANY TIME UPON SIXTY (60) DAYS' NOTICE TO THE COMPANY.
IN THE
EVENT OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS
SECTION 5(F), THE BOARD MAY ELECT TO WAIVE THE PERIOD OF NOTICE, OR ANY PORTION
THEREOF, AND, IF THE BOARD SO ELECTS, THE COMPANY SHALL PAY THE EXECUTIVE THE
BASE SALARY FOR THE INITIAL SIXTY (60) DAYS OF THE NOTICE PERIOD (OR FOR ANY
REMAINING PORTION OF SUCH INITIAL PERIOD).
IN THE EVENT OF TERMINATION
HEREUNDER, THE COMPANY SHALL PAY THE EXECUTIVE ANY FINAL COMPENSATION DUE
FOLLOWING THE DATE OF TERMINATION.
ANY EQUITY GRANTED THE EXECUTIVE PURSUANT TO
SECTION 4(C) HEREOF SHALL BE GOVERNED BY THAT SECTION 4(C) AND BY THE STOCK AND
OPTION PLAN OR ANY SUCCESSOR PLAN, ANY APPLICABLE AGREEMENTS AND ANY APPLICABLE
COMPANY SECURITIES TRADING POLICIES.
THE COMPANY SHALL HAVE NO OBLIGATION OR
LIABILITY TO THE EXECUTIVE UNDER THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET
FORTH IN THIS SECTION 5(F).
(G)
UPON A CHANGE OF CONTROL.
(I)
IF A CHANGE OF CONTROL OCCURS AND, AT
THE TIME OF SUCH OCCURRENCE
OR WITHIN TWO (2) YEARS THEREAFTER, THE COMPANY
TERMINATES THE EXECUTIVE'S EMPLOYMENT OTHER THAN FOR CAUSE IN ACCORDANCE WITH
SECTION 5(D) HEREOF OR THE EXECUTIVE TERMINATES HIS EMPLOYMENT FOR GOOD REASON
IN ACCORDANCE WITH SECTION 5(E), THE COMPANY SHALL PROVIDE THE EXECUTIVE ANY
FINAL COMPENSATION DUE AND SHALL PAY THE EXECUTIVE ANY ANNUAL BONUS EARNED FOR
THE FISCAL YEAR IMMEDIATELY PRECEDING THAT IN WHICH TERMINATION OCCURS, IF
UNPAID ON THE DATE OF TERMINATION, WHICH ANNUAL BONUS SHALL BE PAYABLE ON THE
DATE ANNUAL BONUSES FOR THAT IMMEDIATELY PRECEDING FISCAL YEAR ARE PAID TO
COMPANY EXECUTIVES GENERALLY AND, IN ADDITION, PROVIDED THAT THE EXECUTIVE MEETS
ALL CONDITIONS TO ELIGIBILITY OF THE SEVERANCE BENEFITS AS SET FORTH IN
SECTION 5(D)(II) HEREOF, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE
SEVERANCE BENEFITS ON THE SAME TERMS AS WOULD HAVE APPLIED HAD HIS EMPLOYMENT
BEEN TERMINATED BY THE COMPANY OTHER THAN FOR CAUSE OR BY THE EXECUTIVE FOR GOOD
REASON PRIOR TO THE OCCURRENCE OF A CHANGE OF CONTROL, EXCEPT THAT (I) IN LIEU
OF PROVIDING THE EXECUTIVE SEVERANCE PAY DURING THE SEVERANCE PAY PERIOD IN
ACCORDANCE WITH CLAUSE (A) OF SECTION 5(D)(I), THE COMPANY, SUBJECT TO
SECTION 5(H)(I) HEREOF, SHALL PAY THE EXECUTIVE, NO LATER THAN THE SIXTIETH (60)
CALENDAR DAY FOLLOWING THE
12
DATE OF TERMINATION, A SINGLE LUMP SUM PAYMENT EQUAL TO TWICE THE SUM OF THE
BASE SALARY (AT THE ANNUAL RATE) AND THE TARGET BONUS (THE "ENHANCED SEPARATION
PAY"); (II) IN LIEU OF THE PREMIUM CONTRIBUTIONS THAT THE COMPANY WOULD
OTHERWISE HAVE PROVIDED UNDER CLAUSE (B) OF SECTION 5(D)(I) FOR PARTICIPATION BY
THE EXECUTIVE AND HIS ELIGIBLE DEPENDENTS IN THE COMPANY'S GROUP HEALTH, DENTAL
AND VISION PLANS (TO THE EXTENT OFFERED BY THE COMPANY) UNDER COBRA, THE COMPANY
SHALL PAY THE FULL PREMIUM COST AND ANY REQUIRED ADMINISTRATIVE FEE