"INTEREST RATE").
IN ADDITION, DURING THE THREE-YEAR PERIOD FOLLOWING THE DATE
OF TERMINATION, CORPORATION SHALL CONTINUE TO PAY THE PREMIUMS FOR THE TERM LIFE
INSURANCE POLICY DESCRIBED IN SECTION 3(C) ABOVE.
AT THE END OF THE THREE-YEAR
PERIOD FOLLOWING THE DATE OF TERMINATION, OFFICER, OFFICER'S SPOUSE AND
OFFICER'S DEPENDENTS SHALL BE ENTITLED TO CONTINUATION COVERAGE PURSUANT TO
SECTION 4980B OF THE CODE, SECTIONS 601-608 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND UNDER ANY OTHER APPLICABLE LAW, TO THE
EXTENT REQUIRED BY SUCH LAWS, AS IF OFFICER HAD THEN TERMINATED EMPLOYMENT WITH
CORPORATION.
(IV)
OFFICER SHALL BE FULLY VESTED IN OFFICER'S ACCRUED BENEFITS UNDER
ANY QUALIFIED OR NONQUALIFIED PENSION, PROFIT SHARING, DEFERRED COMPENSATION OR
SUPPLEMENTAL PLANS MAINTAINED BY CORPORATION FOR OFFICER'S BENEFIT, EXCEPT TO
THE EXTENT THE ACCELERATION OF VESTING OF SUCH BENEFITS WOULD VIOLATE ANY
APPLICABLE LAW OR REQUIRE CORPORATION TO ACCELERATE THE VESTING OF THE ACCRUED
BENEFITS OF ALL PARTICIPANTS IN SUCH PLAN OR PLANS, IN WHICH CASE CORPORATION
SHALL PAY OFFICER A PAYMENT AT THE TIME SUCH BENEFIT WOULD HAVE OTHERWISE BEEN
PAID PURSUANT TO THE APPLICABLE PLAN IN AN AMOUNT EQUAL TO THE VALUE OF SUCH
ACCRUED BENEFITS THAT WOULD HAVE BECOME VESTED BUT FOR THE APPLICATION OF THE
PRECEDING CLAUSE, PLUS CORPORATION SHALL PAY OFFICER AT THE TIME SPECIFIED IN
SECTION 4(E) AN AMOUNT EQUAL TO THE PRESENT VALUE (CALCULATED USING THE INTEREST
RATE) OF THE AMOUNTS CORPORATION WOULD HAVE CONTRIBUTED TO OFFICER'S ACCOUNT
UNDER CORPORATION'S 401(K) PLAN AS A MATCHING CONTRIBUTION HAD OFFICER REMAINED
EMPLOYED BY CORPORATION FOR THREE (3) YEARS AFTER OFFICER'S DATE OF TERMINATION
AND HAD OFFICER MADE THE MAXIMUM ELECTED DEFERRAL CONTRIBUTIONS (BASED ON THE
401(K) CONTRIBUTION FORMULA AND PLAN LIMITS IN EFFECT ON THE DATE OF
TERMINATION).
10
(V)
OFFICER SHALL BE ENTITLED TO ACCELERATED VESTING AS OF THE DATE OF
TERMINATION OF ANY THEN-OUTSTANDING AWARDS GRANTED TO OFFICER UNDER
CORPORATION'S STOCK AND OTHER EQUITY AND LONG-TERM INCENTIVE PLANS (TO THE
EXTENT SUCH AWARDS HAVE NOT PREVIOUSLY BECOME VESTED).
ANY STOCK OPTIONS THAT
ARE THEN VESTED (INCLUDING ANY THAT BECOME VESTED PURSUANT TO THE PRECEDING
SENTENCE) AND THAT ARE GRANTED TO OFFICER ON OR AFTER THE EFFECTIVE DATE SHALL,
NOTWITHSTANDING ANY PROVISION OF ANY APPLICABLE PLAN OR AWARD AGREEMENT, REMAIN
EXERCISABLE UNTIL THE LATER OF (X) THREE (3) YEARS AFTER THE DATE OF TERMINATION
OR (Y) THE DATE SPECIFIED IN THE APPLICABLE PLAN OR AWARD AGREEMENT; PROVIDED IN
NO EVENT SHALL ANY STOCK OPTION BE EXERCISABLE BEYOND ITS ORIGINAL EXPIRATION
DATE.
NOTWITHSTANDING THE FOREGOING TWO SENTENCES, ANY EQUITY-BASED AWARDS THAT
ARE SUBJECT TO FORFEITURE AND/OR VESTING REQUIREMENTS BASED ON THE SATISFACTION
OF PERFORMANCE-BASED CRITERIA, TO THE EXTENT THAT SUCH AWARDS ARE OUTSTANDING AS
OF THE DATE OF TERMINATION, SHALL CONTINUE TO BE GOVERNED BY THE PROVISIONS OF
THE APPLICABLE AWARD AGREEMENT IN THE CIRCUMSTANCES; PROVIDED, HOWEVER, THAT TO
THE EXTENT THAT ANY SUCH THEN-OUTSTANDING EQUITY-BASED AWARDS ARE SUBJECT TO
FORFEITURE AND/OR VESTING REQUIREMENTS BASED ON THE PASSAGE OF TIME, SUCH AWARDS
SHALL BE FULLY ACCELERATED