HEREOF, OR (Y) THE
EXECUTIVE SHALL TERMINATE THE EXECUTIVE'S EMPLOYMENT DURING THE PERIOD OF
EMPLOYMENT PURSUANT TO SUBSECTION 4(B) HEREOF, OR (Z) THE EXECUTIVE DIES DURING
THE PERIOD OF EMPLOYMENT, THE COMPANY SHALL PAY TO THE EXECUTIVE (OR THE
EXECUTIVE'S ESTATE, AS APPLICABLE) THE AMOUNT SPECIFIED IN SUBSECTION 5(A)(I)
HEREOF WITHIN FIVE BUSINESS DAYS AFTER THE DATE (THE "TERMINATION DATE") THAT
THE EXECUTIVE'S EMPLOYMENT IS TERMINATED (THE EFFECTIVE DATE OF WHICH SHALL BE
THE DATE OF TERMINATION OR DEATH, OR SUCH OTHER DATE THAT MAY BE SPECIFIED BY
THE EXECUTIVE IF THE TERMINATION IS PURSUANT TO SUBSECTION 4(B) HEREOF):
(I)
IN LIEU OF ANY FURTHER PAYMENTS UNDER
SUBSECTION 3(A) TO THE EXECUTIVE FOR PERIODS SUBSEQUENT TO THE TERMINATION DATE,
BUT WITHOUT AFFECTING THE RIGHTS OF THE EXECUTIVE REFERRED TO IN SUBSECTION 5(B)
HEREOF, A LUMP SUM PAYMENT (THE "SEVERANCE PAYMENT") IN AN AMOUNT EQUAL TO A
MULTIPLE OF TWO (2) TIMES THE SUM OF (A) THE EXECUTIVE'S BASE PAY (AT THE
HIGHEST RATE IN EFFECT DURING THE TERM PRIOR TO THE TERMINATION DATE), PLUS (B)
THE EXECUTIVE'S INCENTIVE PAY (BASED UPON THE GREATEST AMOUNT OF INCENTIVE PAY
PAID OR PAYABLE TO THE EXECUTIVE FOR ANY YEAR DURING THE TERM PRIOR TO THE
TERMINATION DATE).
(II)
(A) FOR THE REMAINDER OF THE PERIOD OF
EMPLOYMENT THE COMPANY SHALL ARRANGE TO PROVIDE THE EXECUTIVE WITH EMPLOYEE
BENEFITS IDENTICAL TO THOSE WHICH THE EXECUTIVE WAS RECEIVING OR ENTITLED TO
RECEIVE IMMEDIATELY PRIOR TO THE TERMINATION DATE (AND IF AND TO THE EXTENT THAT
SUCH BENEFITS SHALL NOT OR CANNOT BE PAID OR PROVIDED UNDER ANY POLICY, PLAN,
PROGRAM OR ARRANGEMENT OF THE COMPANY SOLELY DUE TO THE FACT THAT THE EXECUTIVE
IS NO LONGER AN OFFICER OR EMPLOYEE OF THE COMPANY, THEN THE COMPANY SHALL
ITSELF PAY TO THE EXECUTIVE AND/OR THE EXECUTIVE'S DEPENDENTS AND BENEFICIARIES,
SUCH EMPLOYEE BENEFITS) AND (B) WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE REMAINDER OF THE PERIOD OF EMPLOYMENT SHALL BE CONSIDERED SERVICE
WITH THE COMPANY FOR THE PURPOSE OF SERVICE CREDITS UNDER THE COMPANY'S
RETIREMENT INCOME, SUPPLEMENTAL EXECUTIVE RETIREMENT AND OTHER BENEFIT PLANS
APPLICABLE TO THE EXECUTIVE AND/OR THE EXECUTIVE'S DEPENDENTS AND BENEFICIARIES
9
IMMEDIATELY PRIOR TO THE TERMINATION DATE.
WITHOUT OTHERWISE LIMITING THE
PURPOSES OR EFFECT OF SECTION 6 HEREOF, EMPLOYEE BENEFITS PAYABLE TO THE
EXECUTIVE PURSUANT TO THIS SUBSECTION 5(A)(II) BY REASON OF ANY "WELFARE BENEFIT
PLAN" OF THE COMPANY (AS THE TERM "WELFARE BENEFIT PLAN" IS DEFINED IN
SECTION 3(1) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED)
SHALL BE REDUCED TO THE EXTENT COMPARABLE WELFARE BENEFITS ARE ACTUALLY RECEIVED
BY THE EXECUTIVE FROM ANOTHER EMPLOYER DURING SUCH PERIOD FOLLOWING THE
EXECUTIVE'S TERMINATION DATE UNTIL THE EXPIRATION OF THE PERIOD OF EMPLOYMENT.
(III)
IN ADDITION TO ALL OTHER COMPENSATION DUE TO
THE EXECUTIVE HEREUNDER, THE FOLLOWING SHALL OCCUR IMMEDIATELY PRIOR TO THE
OCCURRENCE OF A CHANGE IN CONTROL:
(A)
ALL COMPANY STOCK OPTIONS HELD BY THE EXECUTIVE
PRIOR TO A CHANGE IN CONTROL SHALL BECOME EXERCISABLE, REGARDLESS OF WHETHER