TERMINATION, (III) SEVERANCE IN ACCORDANCE WITH THE COMPANY'S EXECUTIVE OFFICER
SEVERANCE PAY POLICY OR ANY GENERAL SEVERANCE POLICY FOR EXECUTIVE OFFICERS
ISSUED IN REPLACEMENT THEREOF, AND (IV) UNLESS SUCH SEVERANCE POLICY ALREADY
PROVIDES FOR A PORTION OF HIS TARGET BONUS TO BE PAID AS PART OF HIS SEVERANCE,
AN AMOUNT EQUAL TO HIS TARGET BONUS FOR THE CALENDAR YEAR IN WHICH SUCH
TERMINATION OCCURRED MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE
NUMBER OF DAYS FROM JANUARY 1 OF SUCH CALENDAR YEAR THROUGH THE DATE OF
TERMINATION AND THE DENOMINATOR OF WHICH IS 365 OR 366, AS APPLICABLE.
(C)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY FOR CAUSE,
IF THE EMPLOYMENT PERIOD EXPIRES DUE TO THE COMPANY OR EXECUTIVE ELECTING NOT TO
RENEW THE EMPLOYMENT PERIOD OR IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT
TO CLAUSE (A)(I) ABOVE (OTHER THAN AS A RESULT TERMINATION WITH GOOD REASON),
EXECUTIVE SHALL ONLY BE ENTITLED TO RECEIVE HIS BASE SALARY THROUGH THE DATE OF
TERMINATION, THE VALUE OF ANY UNUSED AND ACCRUED TIME OFF, LESS ANY ADVANCED
TIME OFF, IN ACCORDANCE WITH THE TIME OFF POLICY APPLICABLE TO EXECUTIVE
IMMEDIATELY PRIOR TO EXECUTIVE'S DATE OF TERMINATION AND SHALL NOT BE ENTITLED
TO ANY OTHER SALARY, COMPENSATION OR BENEFITS FROM THE COMPANY OR ITS AFFILIATES
THEREAFTER, EXCEPT AS EXPRESSLY REQUIRED UNDER APPLICABLE LAW.
5
(D)
PAYMENTS PURSUANT TO THIS SECTION 5 SHALL BE MADE AS SOON AS
PRACTICAL AND IN ANY EVENT BY THE LATER OF THE END OF THE YEAR IN WHICH THE
TERMINATION OCCURS OR TWO AND ONE-HALF (21⁄2) MONTHS FOLLOWING THE DATE OF
TERMINATION (BUT SUBJECT IN ANY CASE TO THE RELEASE HAVING THEN BECOME EFFECTIVE
IN ACCORDANCE WITH THIS PARAGRAPH 5(D)).
EXECUTIVE SHALL NOT BE ENTITLED TO ANY
OTHER SALARY, COMPENSATION OR BENEFITS AFTER TERMINATION OF THE EMPLOYMENT
PERIOD, EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT OR AS OTHERWISE
EXPRESSLY REQUIRED BY APPLICABLE LAW.
EXECUTIVE SHALL HAVE NO DUTY OR
OBLIGATION TO SEEK OTHER EMPLOYMENT OR OTHERWISE MITIGATE DAMAGES HEREUNDER.
AMOUNTS PAID PURSUANT TO THIS PARAGRAPH 5 SHALL BE IN LIEU OF ALL OTHER
SEVERANCE PAYMENTS THAT WOULD HAVE OTHERWISE BEEN PAYABLE PURSUANT TO THE
COMPANY'S SEVERANCE PLANS, PROGRAMS OR POLICIES.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL OF EXECUTIVE'S RIGHTS TO SALARY, BONUSES, EMPLOYEE BENEFITS
AND OTHER COMPENSATION HEREUNDER WHICH WOULD HAVE ACCRUED OR BECOME PAYABLE
AFTER THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT PERIOD SHALL CEASE UPON
SUCH TERMINATION OR EXPIRATION, OTHER THAN THOSE EXPRESSLY REQUIRED UNDER
APPLICABLE LAW (SUCH AS COBRA).
THE COMPANY MAY OFFSET ANY AMOUNTS EXECUTIVE
OWES IT OR ITS AFFILIATES AGAINST ANY AMOUNTS IT OR ITS AFFILIATES OWES
EXECUTIVE HEREUNDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, PAYMENT OF
AMOUNTS UNDER THIS PARAGRAPH 5 ARE CONDITIONED UPON THE EXECUTION BY EXECUTIVE
OF A SEPARATION AND RELEASE AGREEMENT IN A FORM MUTUALLY ACCEPTABLE TO EXECUTIVE
AND THE COMPANY AND THE OBSERVATION OF ANY APPLICABLE WAITING OR REVOCATION
PERIODS THAT ARE NECESSARY FOR THE RELEASE TO BECOME FULLY EFFECTIVE AND
IRREVOCABLE UNDER