Common use of Status of Benefits Clause in Contracts

Status of Benefits. (i) No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will be reduced and then the period of your Company-paid Health Care Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) A. No benefits shall salary/target bonus continuation payments will be provided made to you under Part Two Three of this letter agreement (including the accelerated vesting of your outstanding Optionsagreement, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options Spring 2002 Focal Review Option and to each of your Acquisition-Accelerated Other Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service However, you will be permitted to exercise your Options at any time during the applicable exercise period in effect for following your Options shall be stayed and shall not run until the resolution process hereunder is completedAuthorized Resignation or Involuntary Termination. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in ControlControl or Business Segment Sale, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) Spring 2002 Focal Review Option plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two Three of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Other Options), exceed the Benefit Limit, first your salary salary/target bonus continuation payments will be reduced and then the period of your Company-paid Health Care Coverage will be shortened, to the extent necessary to assure that accordingly reduced. Should such Benefit Limit is not exceeded. To the extent such Benefit Limit is still be exceeded following such reductionsreduction, then the number of shares for which would otherwise be purchasable under the vesting-accelerated portions of your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each such Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) No benefits Severance Payment or Benefit Continuation will be made to Executive under this Agreement and none of his options shall be provided you under Part Two of this letter agreement (including the vest and become exercisable on an accelerated vesting of your outstanding Optionsbasis hereunder, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options the accelerated vesting of such options has been determined and the status of any payments in dispute under Paragraph 2 above Section 11.3 has been resolved in accordance therewith. The post-service termination exercise period in effect for your Options any options which cannot be exercised by reason of the foregoing limitation shall automatically be stayed and shall not be deemed to run until during any period the resolution process hereunder is completedoption remains so unexercisable. (ii) Once the requisite determinations under Paragraph 2 Section 11.3 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i1) the Option Parachute Payment attributable to your Severance-Accelerated Options the accelerated options (or installments thereof) plus (ii2) the Parachute Payment attributable to your other benefit entitlements the Executive's Severance Payment and Benefit Continuation under Part Two of this letter agreement Agreement would, when added to the Present Value of all your of the Executive's Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options)Payments, exceed the Benefit Limit, the Executive's Severance Payment will first your salary continuation payments will be reduced, then the Benefit Continuation shall be reduced, and lastly then the number of option shares subject to accelerated vesting shall be reduced and then the period of your Company-paid Health Care Coverage will be shortened, (based on their Option Parachute Value) to the extent necessary to assure that such the Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage and Life Insurance Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will first be reduced reduced, and then the period of your Company-paid Health Care Coverage and Life Insurance Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.PART FIVE -- MISCELLANEOUS

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Life Insurance Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 5 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 5 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will be reduced and then the period of your Company-paid Health Care Life Insurance Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage and Life Insurance Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will first be reduced reduced, and then the period of your Company-paid Health Care Coverage and Life Insurance Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.Five - MISCELLANEOUS -------------------------

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will be reduced and then the period of your Company-paid Health Care Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation continuation/target bonus payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 5 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 5 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Severance- Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation continuation/target bonus payments will be reduced and then the period of your Company-paid Health Care Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage and Life Insurance Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will first be reduced reduced, and then the period of your Company-paid Health Care Coverage and Life Insurance Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.Five -- MISCELLANEOUS --------------------------

Status of Benefits. (ia) No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The postHowever, you will be permitted to exercise your Severance-service Accelerated Options at any time during the three (3)-month (or shorter) period immediately following your Involuntary Termination, provided any and all shares of Common Stock purchased under your Severance-Accelerated Options will, together with the exercise period price paid for those shares, be held in effect for escrow by the Company. To the extent your Options shall be stayed purchased shares are held in escrow, you will have the right to (i) direct the sale of such shares, provided the sale proceeds are immediately deposited in escrow, (ii) exercise all voting rights with respect to such shares and shall not run until the resolution process hereunder is completed(iii) receive dividends declared on such shares, provided such dividends are immediately deposited in escrow. (iib) Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i1) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii2) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement Severance Payments would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Parachute Limit, first your salary continuation payments the following reductions to the benefits otherwise payable to you hereunder will be reduced made: First, your Severance Payments will be reduced. Then, any outstanding Severance-Accelerated Options will immediately terminate and cease to be exercisable. If there is more than one such Option outstanding, then the period of your CompanySeverance-paid Health Care Coverage Accelerated Options with the lowest option spread will be shortenedthe first to terminate. Finally, to the extent necessary one or more of your outstanding Severance-Accelerated Options (or installments thereof) have been exercised following your Involuntary Termination, those exercises will be rescinded (with the Severance-Accelerated Options with the lowest option spread to assure that such Benefit Limit is not exceededbe the first rescinded) by refunding to you the exercise price paid for the purchased shares and returning those shares (plus any cash dividends paid thereon) to the Company. To the extent the shares purchased under such Benefit Limit is still exceeded following accelerated Options (or accelerated installments thereof) have been sold while held in escrow, the sale proceeds attributable to those shares will be allocated as follows: first an amount not to exceed the exercise price you paid for such reductionsshares will be refunded to you, and then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount balance of the Option Parachute Payment attributable to each Optionproceeds (together with any cash dividends paid on those shares) shall will be reduced returned to the extent necessary Company. (c) those shares or proceeds will be promptly distributed to eliminate such excessyou.

Status of Benefits. (i) A. No benefits shall salary/target bonus continuation payments will be provided made to you under Part Two Three of this letter agreement (including the accelerated vesting of your outstanding Optionsagreement, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options Initial Option Grant and to each of your Acquisition-Accelerated Other Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service However, you will be permitted to exercise your Options at any time during the applicable exercise period in effect for following your Options shall be stayed and shall not run until the resolution process hereunder is completedAuthorized Resignation or Involuntary Termination. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in ControlControl or Business Segment Sale, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) Initial Option Grant plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two Three of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Other Options), exceed the Benefit Limit, first your salary salary/target bonus continuation payments will be reduced and then the period of your Company-paid Health Care Coverage will be shortened, to the extent necessary to assure that accordingly reduced. Should such Benefit Limit is not exceeded. To the extent such Benefit Limit is still be exceeded following such reductionsreduction, then the number of shares for which would otherwise be purchasable under the vesting-accelerated portions of your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each such Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments will be made to Executive under this Agreement and the Company-paid Health Care Coverage) none of his options shall vest and become exercisable on an accelerated basis hereunder, until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options the accelerated vesting of such options has been determined and the status of any payments in dispute under Paragraph 2 above 7.3 has been resolved in accordance therewith. The post-service termination exercise period in effect for your Options any options which cannot be exercised by reason of the foregoing limitation shall automatically be stayed and shall not be deemed to run until during any period the resolution process hereunder is completedoption remains so unexercisable. (ii) Once the requisite determinations under Paragraph 2 7.3 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i1) the Option Parachute Payment attributable to your Severance-Accelerated Options the accelerated options (or installments thereof) plus (ii2) the Parachute Payment attributable to your other benefit entitlements the Executive's salary continuation benefits under Part Two of this letter agreement Agreement would, when added to the Present Value of all your of the Executive's Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options)Payments, exceed the Benefit Limit, first your the Executive's salary continuation payments will first be reduced and then the period number of your Company-paid Health Care Coverage will option shares subject to accelerated vesting shall be shortened, reduced (based on their Option Parachute Value) to the extent necessary to assure that such the Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess8.

Status of Benefits. (i) A. No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage and Life Insurance Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) B. Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will first be reduced reduced, and then the period of your Company-paid Health Care Coverage and Life Insurance Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.

Status of Benefits. (i) No benefits shall be provided you under Part Two of this letter agreement (including the accelerated vesting of your outstanding Options, the salary continuation payments and the Company-paid Health Care Coverage) until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition-Accelerated Options and the Stock Bonus Payment has been determined and the status of any payments in dispute under Paragraph 2 above has been resolved in accordance therewith. The post-service exercise period in effect for your Options shall be stayed and shall not run until the resolution process hereunder is completed. (ii) Once the requisite determinations under Paragraph 2 have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Option Parachute Payment attributable to your Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other benefit entitlements under Part Two of this letter agreement would, when added to the Present Value of all your Other Parachute Payments (including the Stock Bonus Parachute Payment and the Option Parachute Payment attributable to your Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary continuation payments will be reduced and then the period of your Company-paid Health Care Coverage will be shortened, to the extent necessary to assure that such Benefit Limit is not exceeded. To the extent such Benefit Limit is still exceeded following such reductions, then the number of shares for which your Options are to vest on an accelerated basis pursuant to Part Two (based on the amount of the Option Parachute Payment attributable to each Option) shall be reduced to the extent necessary to eliminate such excess.