II).
2.3
DEATH.
IN THE EVENT EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND
ITS SUBSIDIARIES TERMINATES AS A RESULT OF HIS/HER DEATH, THEN EXECUTIVE'S
SURVIVORS SHALL BE ENTITLED TO THE PRO RATED FINAL PERIOD BONUS DESCRIBED IN
SECTION 2.5 AND THE STOCK AWARD ACCELERATION DESCRIBED IN SECTION 2.6 (BUT NONE
OF THE OTHER COMPENSATION AND BENEFITS DESCRIBED IN THIS ARTICLE II).
2.4
SALARY CONTINUATION UPON TERMINATION BEFORE CHANGE IN CONTROL.
IF
A TERMINATION EVENT DESCRIBED IN SECTION 2.1 OCCURS, EXECUTIVE SHALL RECEIVE AN
AMOUNT EQUAL TO THE SUM OF EXECUTIVE'S BASE SALARY AND TARGET BONUS, LESS ANY
APPLICABLE WITHHOLDING OF FEDERAL, STATE, LOCAL OR FOREIGN TAXES.
SUCH SALARY
AND BONUS CONTINUATION SHALL BE PAID IN ACCORDANCE WITH THE COMPANY'S STANDARD
PAYROLL PROCEDURES IN EQUAL INSTALLMENTS OVER THE 12 MONTH PERIOD FOLLOWING THE
DATE OF THE TERMINATION EVENT, WITH SUCH INSTALLMENTS BEGINNING AFTER THE
EFFECTIVE DATE OF THE GENERAL WAIVER AND RELEASE OF CLAIMS ENTERED UNTO BETWEEN
EXECUTIVE AND THE COMPANY, AS DESCRIBED IN SECTION 5.5 BELOW; PROVIDED, HOWEVER,
THAT THE TIMING OF SUCH PAYMENTS SHALL BE SUBJECT TO ANY DELAY PERIOD REQUIRED
UNDER SECTION 5.6 OF THIS AGREEMENT.
2.5
BONUS FOR FINAL PERIOD.
IF A TERMINATION EVENT DESCRIBED IN
SECTION 2.1 OCCURS, EXECUTIVE SHALL RECEIVE A PRO RATED BONUS FOR THE
PERFORMANCE PERIOD IN WHICH THE TERMINATION EVENT OCCURS (IN ADDITION TO THE
AMOUNT DESCRIBED IN SECTION 2.4).
THE AMOUNT OF THE BONUS SHALL BE EQUAL TO THE
TARGET BONUS FOR THE PERIOD IN WHICH THE TERMINATION EVENT OCCURRED MULTIPLIED
BY A FRACTION IN WHICH (I) THE NUMERATOR IS THE NUMBER OF DAYS FROM AND
INCLUDING THE FIRST DAY OF THE PERFORMANCE PERIOD UNTIL AND INCLUDING THE DATE
OF THE TERMINATION EVENT AND (II) THE DENOMINATOR IS THE NUMBER OF DAYS IN THE
PERFORMANCE PERIOD.
SUBJECT TO ANY DELAY PERIOD REQUIRED UNDER SECTION 5.6 OF
THIS AGREEMENT, SUCH BONUS SHALL BE PAID ON THE DATE EXECUTIVE WOULD HAVE
RECEIVED THE BONUS IF THE TERMINATION EVENT HAD NOT OCCURRED DURING SUCH
PERFORMANCE PERIOD.
EXECUTIVE'S RIGHTS TO THE PAYMENT PROVIDED IN THIS
SECTION 2.5 SHALL NOT BE SUBJECT TO SECTION 5.4.
2.6
STOCK AWARD ACCELERATION UPON TERMINATION BEFORE CHANGE IN CONTROL.
(A)
THE VESTED PORTION OF EXECUTIVE'S STOCK OPTIONS AND STOCK
APPRECIATION RIGHTS (THE "STOCK OPTIONS") THAT ARE OUTSTANDING AS OF THE DATE OF
AN EVENT DESCRIBED IN SECTION 2.1, 2.2 OR 2.3 SHALL BE DETERMINED AS FOLLOWS
UPON THE OCCURRENCE OF SUCH EVENT:
(I)
A PERIOD EQUAL TO 12 MONTHS SHALL BE ADDED TO THE ACTUAL LENGTH
OF EXECUTIVE'S SERVICE; AND
3
(II)
IF THE VESTED PORTION OF THE STOCK OPTIONS OTHERWISE WOULD BE
DETERMINED IN INCREMENTS LARGER THAN ONE MONTH, THEN THE VESTING OF THE STOCK
OPTIONS SHALL BE PRORATED ON THE BASIS OF THE FULL MONTHS OF SERVICE COMPLETED
BY EXECUTIVE SINCE THE VESTING COMMENCEMENT DATE OF THE STOCK OPTIONS.(1)
(B)
THE STOCK OPTIONS SHALL REMAIN EXERCISABLE UNTIL THE EARLIER OF
(I) THE FIFTEEN MONTH ANNIVERSARY OF THE DATE OF THE TERMINATION EVENT OR
(II) THE EXPIRATION OF EACH