LAST DAY OF THE PAYROLL PERIOD DURING WHICH SUCH
TERMINATION OCCURS; (II) ANY UNPAID ANNUAL BONUS FOR ANY FISCAL YEAR PRECEDING
THE YEAR IN WHICH THE TERMINATION OCCURS; AND (III) REIMBURSEMENT FOR ANY
UNREIMBURSED BUSINESS EXPENSES PROPERLY INCURRED BY EXECUTIVE IN ACCORDANCE WITH
COMPANY POLICY THROUGH THE DATE OF EXECUTIVE'S TERMINATION (THE SUM OF (I),
(II) PLUS (III), THE "ACCRUED OBLIGATIONS"), AND (IV) CONTINUED HEALTH AND LIFE
INSURANCE BENEFITS FOR EXECUTIVE AND HIS SPOUSE AND DEPENDENTS, IF ANY, FOR A
THIRTY-SIX (36) MONTH PERIOD FOLLOWING THE DATE OF EXECUTIVE'S TERMINATION OF
EMPLOYMENT, ON THE SAME BASIS AS SUCH BENEFITS WERE PROVIDED DURING EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY; PROVIDED, THAT EXECUTIVE SHALL REIMBURSE THE
COMPANY FOR THE COBRA-EQUIVALENT COSTS OF SUCH COVERAGE AND THE COMPANY'S
OBLIGATION TO PROVIDE SUCH HEALTH AND LIFE INSURANCE BENEFITS SHALL CEASE WITH
RESPECT TO SUCH BENEFITS AT THE TIME EXECUTIVE BECOMES ELIGIBLE FOR SUCH
BENEFITS FROM ANOTHER EMPLOYER. OTHER THAN AS SET FORTH IN THE IMMEDIATELY
FOLLOWING SENTENCE, EXECUTIVE OR EXECUTIVE'S ESTATE (AS THE CASE MAY BE) SHALL
HAVE NO FURTHER RIGHTS TO ANY COMPENSATION (INCLUDING ANY BASE SALARY, ANNUAL
BONUS, RETENTION BONUS, OPTIONS, PARTNERS UNITS, SENIOR PARTNERS UNITS OR ANY
LONG-TERM OR EQUITY-BASED COMPENSATION AWARDS) OR ANY OTHER BENEFITS UNDER THIS
AGREEMENT. ALL OTHER BENEFITS, IF ANY, DUE EXECUTIVE FOLLOWING EXECUTIVE'S
TERMINATION FOR DISABILITY OR DEATH SHALL BE DETERMINED IN ACCORDANCE WITH THE
EQUITY COMPENSATION PLANS OF PARENT; PROVIDED, HOWEVER, THAT EXECUTIVE (OR HIS
ESTATE, AS THE CASE MAY BE) SHALL NOT PARTICIPATE IN ANY SEVERANCE PLAN, POLICY
OR PROGRAM OF THE COMPANY OR PARENT.
7
(C)
WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY EXECUTIVE.
EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED PRIOR TO THE END OF THE EMPLOYMENT TERM
BY THE COMPANY WITHOUT CAUSE (OTHER THAN BY REASON OF EXECUTIVE'S DISABILITY)
FOLLOWING THE DELIVERY BY THE COMPANY OF A NOTICE OF TERMINATION TO EXECUTIVE,
OR BY EXECUTIVE FOR GOOD REASON FOLLOWING THE DELIVERY BY EXECUTIVE OF A NOTICE
OF TERMINATION TO THE COMPANY. THE EXPIRATION OF THE EMPLOYMENT TERM ON DECEMBER
31, 2009 SHALL NOT BE CONSIDERED A TERMINATION WITHOUT CAUSE UNDER THIS
AGREEMENT OR OTHERWISE RESULT IN THE PAYMENT OF SEVERANCE OR POST-EMPLOYMENT
BENEFITS PURSUANT TO SECTION 9(C) OF THIS AGREEMENT IF EXECUTIVE IS NOT
OTHERWISE TERMINATED PURSUANT TO SECTION 9(C) OF THIS AGREEMENT PRIOR TO SUCH
DATE. IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE
(OTHER THAN BY REASON OF DISABILITY) OR BY EXECUTIVE FOR GOOD REASON WITHIN THE
PERIOD COMMENCING ON THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE AND ENDING ON
DECEMBER 31, 2009, EXECUTIVE SHALL BE ENTITLED TO RECEIVE:
(I)
WITHIN FIVE (5) BUSINESS DAYS FOLLOWING TERMINATION, A LUMP SUM
PAYMENT IN AN AMOUNT EQUAL TO THE ACCRUED OBLIGATIONS;
(II)
SUBJECT TO EXECUTIVE'S CONTINUED COMPLIANCE WITH SECTION 10 OF
THIS AGREEMENT, AN AMOUNT (AS "SEVERANCE") EQUAL TO THE GREATER OF (I)
$2,850,000 OR (II) THE SUM OF (X) 1.5 TIMES THE BASE SALARY (AT THE RATE IN
EFFECT IMMEDIATELY PRIOR TO TERMINATION) AND (Y) 1.5 TIMES