THE EMPLOYER SHALL PROVIDE TO EXECUTIVE
OUTPLACEMENT BENEFITS PROVIDED BY A NATIONALLY-RECOGNIZED OUTPLACEMENT FIRM OF
EXECUTIVE'S SELECTION, FOR A PERIOD OF UP TO TWO (2) YEARS FOLLOWING THE
TERMINATION DATE (SUCH BENEFITS ARE NOT TO EXCEED 25% OF THE AVERAGE ANNUAL BASE
SALARY), (B) IN LIEU OF THE SEVERANCE PAYMENT SET FORTH IN SECTION 7(A)(II),
EXECUTIVE SHALL RECEIVE AS SEVERANCE PAY AND IN LIEU OF ANY FURTHER COMPENSATION
FOR PERIODS SUBSEQUENT TO THE TERMINATION DATE, IN A SINGLE PAYMENT ON THE
RELEASE EFFECTIVENESS DATE, AN AMOUNT IN CASH EQUAL TO TWO (2) TIMES THE SUM OF
(I) THE AVERAGE ANNUAL BASE SALARY AND (II) THE AVERAGE ANNUAL CASH BONUS, (C)
THE CONTINUATION OF BENEFITS PROVIDED FOR IN THE FIRST SENTENCE OF SECTION
7(A)(III) ABOVE SHALL BE EXTENDED FROM TWELVE (12) MONTHS TO THIRTY-SIX (36)
MONTHS, BUT SHALL OTHERWISE BE SUBJECT TO THE TERMS OF SECTION 7(A)(III) AND (D)
NEITHER EXECUTIVE NOR THE EMPLOYER SHALL BE REQUIRED TO EXECUTE THE RELEASE
AGREEMENT AND ALL REFERENCES THROUGHOUT TO THE RELEASE EFFECTIVENESS DATE SHALL
REFER TO THE TERMINATION DATE.
(B)
TERMINATION BY THE EMPLOYER FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON.
IF (I) EXECUTIVE IS TERMINATED BY THE EMPLOYER FOR CAUSE PURSUANT TO
SECTION 6(A)(III) ABOVE, OR (II) EXECUTIVE VOLUNTARILY TERMINATES HIS EMPLOYMENT
HEREUNDER WITHOUT GOOD REASON PURSUANT TO SECTION 6(B)(III) ABOVE, THEN THE
EMPLOYMENT PERIOD SHALL TERMINATE AS OF THE TERMINATION DATE AND EXECUTIVE SHALL
BE ENTITLED TO RECEIVE HIS EARNED AND ACCRUED BUT UNPAID BASE SALARY ON THE
9
TERMINATION DATE, BUT, FOR AVOIDANCE OF DOUBT, SHALL NOT BE ENTITLED TO ANY
ANNUAL CASH BONUS FOR THE YEAR IN WHICH THE TERMINATION OCCURS, SEVERANCE
PAYMENT, CONTINUATION OF BENEFITS OR ACCELERATION OF VESTING OR EXTENSION OF
EXERCISE PERIOD OF ANY EQUITY AWARDS, EXCEPT AS OTHERWISE PROVIDED IN THE
DOCUMENTATION APPLICABLE TO SUCH EQUITY AWARDS.
OTHER THAN AS MAY BE PROVIDED
UNDER SECTION 4 OR AS EXPRESSLY PROVIDED IN THIS SECTION 7(B), THE EMPLOYER
SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER FOLLOWING SUCH TERMINATION.
(C)
TERMINATION BY REASON OF DEATH.
IF EXECUTIVE'S EMPLOYMENT
TERMINATES DUE TO HIS DEATH, EXECUTIVE'S ESTATE (OR A BENEFICIARY DESIGNATED BY
EXECUTIVE IN WRITING PRIOR TO HIS DEATH) SHALL BE ENTITLED TO THE FOLLOWING
PAYMENTS AND BENEFITS:
(I)
ON THE TERMINATION DATE, EXECUTIVE'S ESTATE (OR A BENEFICIARY
DESIGNATED BY EXECUTIVE IN WRITING PRIOR TO HIS DEATH) SHALL RECEIVE AN AMOUNT
EQUAL TO ANY EARNED AND ACCRUED BUT UNPAID BASE SALARY AND A PRORATED ANNUAL
CASH BONUS (EQUAL TO THE AVERAGE ANNUAL CASH BONUS MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE FISCAL YEAR IN WHICH EXECUTIVE'S
EMPLOYMENT TERMINATES THROUGH THE DATE OF EXECUTIVE'S DEATH (AND THE NUMBER OF
DAYS IN THE PRIOR FISCAL YEAR, IN THE EVENT THAT EXECUTIVE'S ANNUAL CASH BONUS
FOR SUCH YEAR HAD NOT BEEN DETERMINED AS OF THE DATE OF EXECUTIVE'S DEATH) AND
THE DENOMINATOR OF WHICH IS 365).
(II)
EXECUTIVE SHALL BE CREDITED WITH SIX (6) MONTHS AFTER TERMINATION
UNDER ANY PROVISIONS GOVERNING RESTRICTED STOCK, OP