IN CONTROL HAD
OCCURRED, UNTIL THE CHANGE IN CONTROL OCCURS OR, IF EARLIER, SUCH TENDER OR
EXCHANGE OFFER, PROXY CONTEST, OR AGREEMENT IS TERMINATED OR ABANDONED.
3.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL BE EFFECTIVE ON THE DATE
HEREOF AND SHALL CONTINUE IN EFFECT UNTIL THE COMPANY SHALL HAVE GIVEN WRITTEN
NOTICE OF CANCELLATION OR AMENDMENT AT LEAST ONE (1) YEAR IN ADVANCE; PROVIDED,
THAT, NOTWITHSTANDING THE DELIVERY OF ANY SUCH NOTICE, THIS AGREEMENT SHALL
CONTINUE IN EFFECT FOR A PERIOD OF TWO (2) YEARS AFTER A CHANGE IN CONTROL, IF
SUCH CHANGE IN CONTROL SHALL HAVE OCCURRED DURING THE TERM OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, THIS AGREEMENT SHALL
TERMINATE ON THE DATE THAT IS THREE (3) MONTHS FOLLOWING THE DATE EXECUTIVE OR
THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT IF A CHANGE IN CONTROL HAS NOT
OCCURRED.
4.
PAYMENTS UPON TERMINATION OF EMPLOYMENT.
(A)
QUALIFYING TERMINATION.
IF DURING THE TERMINATION PERIOD THE
EMPLOYMENT OF EXECUTIVE SHALL TERMINATE PURSUANT TO A QUALIFYING TERMINATION,
THEN THE COMPANY SHALL PROVIDE TO EXECUTIVE, AS CONSIDERATION FOR THE RELEASE
DESCRIBED IN SECTION 4(G) BELOW, THE PAYMENTS AND BENEFITS SET FORTH IN
PARAGRAPHS (B)(I), (B)(II), (C), (D) AND (E) OF THIS SECTION.
(B)
QUALIFYING TERMINATION - CASH PAYMENTS.
THE COMPANY SHALL MAKE A
LUMP SUM CASH PAYMENT TO EXECUTIVE IN THE EVENT OF A QUALIFYING TERMINATION
DURING THE TERMINATION PERIOD OF THE FOLLOWING:
(I)
WITHIN THREE (3) BUSINESS DAYS FOLLOWING THE DATE OF TERMINATION,
AN AMOUNT EQUAL TO THE SUM OF (A) EXECUTIVE'S BASE SALARY THROUGH THE DATE OF
TERMINATION, (B) ANY BONUS AMOUNTS WHICH HAVE BECOME PAYABLE, TO THE EXTENT NOT
THERETOFORE PAID, AND (C) UNREIMBURSED BUSINESS EXPENSES INCURRED IN ACCORDANCE
WITH COMPANY POLICY AND ANY ACCRUED VACATION PAY; AND
(II)
WITHIN FIFTEEN (15) DAYS FOLLOWING EXECUTIVE'S SATISFACTION OF
THE CONDITIONS OF SECTION 4(G) BELOW, BUT IN NO EVENT LATER THAN THE DATE THAT
IS TWO AND ONE-HALF (2 1⁄2) MONTHS FOLLOWING THE END OF THE CALENDAR YEAR IN WHICH
THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT (OR, IF SUCH TERMINATION
OCCURS WITHIN THREE (3) MONTHS PRIOR TO THE DATE OF A CHANGE IN CONTROL, THE
DATE OF THE CHANGE IN CONTROL) OCCURS, THE COMPANY SHALL MAKE A LUMP SUM CASH
PAYMENT TO EXECUTIVE OF THE SUM OF THE FOLLOWING:
(A)
AN AMOUNT EQUAL TO ONE AND ONE-HALF (1.5) TIMES THE EXECUTIVE'S
HIGHEST ANNUAL RATE OF BASE SALARY DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR
TO EXECUTIVE'S DATE OF TERMINATION; PLUS
(B)
AN AMOUNT EQUAL TO EXECUTIVE'S BONUS AMOUNT; PLUS
(C)
AN AMOUNT EQUAL TO A PRO RATA PORTION OF EXECUTIVE'S BONUS AMOUNT,
DETERMINED BY MULTIPLYING SUCH BONUS AMOUNT BY A FRACTION, THE NUMERATOR OF
WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR IN WHICH THE DATE OF TERMINATION
OCCURS THROUGH THE DATE OF TERMINATION AND THE DENOMINATOR OF
5
WHICH IS THREE HUNDRED SIXTY-FIVE (365), REDUCED BY ANY AMOUNTS PAID TO
EXECUTIVE FROM THE COMPANY'S ANNUAL INCENTIVE PLAN FOR THE FISCAL YEAR IN WHICH
EXECUTIVE'S DATE OF