OF SUCH BUSINESS UNIT OR
DIVISION ARE SOLD OR TRANSFERRED TO A NON-409A AFFILIATE, REGARDLESS OF WHETHER
THE PARTICIPANT IS CONSIDERED TO HAVE EXPERIENCED A TERMINATION OF EMPLOYMENT
WITH THE COMPANY AND ITS AFFILIATES FOR ANY OTHER PURPOSE; PROVIDED, HOWEVER,
THAT IF A DIVESTITURE OCCURS WITHIN SIX (6) MONTHS PRECEDING OR WITHIN
TWENTY-FOUR (24) MONTHS FOLLOWING A CHANGE IN CONTROL OF THE COMPANY, THEN THE
DIVESTITURE ITSELF WILL NOT BE CONSIDERED TO CAUSE A TERMINATION OF THE
PARTICIPANT'S EMPLOYMENT, AND WHETHER THE PARTICIPANT EXPERIENCES A QUALIFYING
TERMINATION FOLLOWING SUCH DIVESTURE WILL BE DETERMINED BY REFERENCE TO THE
PARTICIPANT'S EMPLOYMENT WITH THE POST-DIVESTITURE EMPLOYER (SO THAT, FOR
EXAMPLE, AN INVOLUNTARY TERMINATION OF THE PARTICIPANT'S EMPLOYMENT WITH THE
POST-DIVESTITURE EMPLOYER FOR REASONS OTHER THAN CAUSE WITHIN 24 CALENDAR MONTHS
FOLLOWING A CHANGE IN CONTROL OF THE COMPANY WILL TRIGGER THE PAYMENT OF
SEVERANCE BENEFITS).
8
(d)
Description of Severance Benefits.
Subject to Section 8, in the
event a Participant becomes entitled to receive Severance Benefits, the Company
shall pay or provide to the Participant all of the following:
(I)
AN AMOUNT EQUAL TO THE PRODUCT OF (X) THE SUM OF THE
PARTICIPANT'S BASE SALARY IN EFFECT AT THE EFFECTIVE DATE OF TERMINATION
(WITHOUT REGARD TO ANY DECREASES THEREIN WHICH CONSTITUTE GOOD REASON) PLUS HIS
BONUS AND (Y) THE MULTIPLIER.
(II)
AN AMOUNT EQUAL TO HIS UNPAID BASE SALARY, ACCRUED VACATION PAY,
AND EARNED BUT NOT TAKEN VACATION PAY THROUGH THE EFFECTIVE DATE OF TERMINATION.
(III)
AN AMOUNT EQUAL TO HIS BONUS MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS HE WAS EMPLOYED BY THE COMPANY IN THE
THEN-EXISTING FISCAL YEAR THROUGH THE EFFECTIVE DATE OF TERMINATION, AND THE
DENOMINATOR OF WHICH IS THREE HUNDRED SIXTY-FIVE (365) LESS, IN THE CASE OF A
PARTICIPANT WHO BEGAN EMPLOYMENT AFTER THE BEGINNING OF THE FISCAL YEAR, THE
NUMBER OF DAYS FROM THE BEGINNING OF THE FISCAL YEAR TO THE DATE HE COMMENCED
EMPLOYMENT.
(IV)
A CONTINUATION OF THE WELFARE BENEFITS OF HEALTH CARE, LIFE AND
ACCIDENTAL DEATH AND DISMEMBERMENT, AND DISABILITY INSURANCE COVERAGE FOR THREE
(3) FULL YEARS AFTER THE EFFECTIVE DATE OF TERMINATION FOR TIER 1 PARTICIPANTS
AND FOR EIGHTEEN (18) MONTHS AFTER THE EFFECTIVE DATE OF TERMINATION FOR TIER 2
PARTICIPANTS; PROVIDED, HOWEVER, THAT THE PARTICIPANT SHALL PAY (OR PROMPTLY
REIMBURSE THE COMPANY FOR THE COST OF) ANY PORTION OF THE PREMIUMS FOR SUCH
COVERAGE THAT RESULTS IN TAXABLE INCOME TO THE PARTICIPANT ATTRIBUTABLE TO THE
FIRST SIX (6) MONTHS FOLLOWING THE EFFECTIVE DATE OF TERMINATION IN EXCESS OF
$5,000, AND IN SUCH CASE, THE COMPANY SHALL REPAY THE PARTICIPANT THE AMOUNT OF
SUCH PAYMENT OR REIMBURSEMENT AT THE TIME PROVIDED IN SECTION 5(A) FOR THE
PAYMENT OF SEVERANCE BENEFITS. THESE BENEFITS SHALL BE PROVIDED TO THE
PARTICIPANT AT THE SAME PREMIUM COST, AND AT THE SAME COVERAGE LEVEL, AS IN
EFFECT AS OF HIS EFFECTIVE DATE OF TERMINATION. HOWEVER, IN THE EVENT THE
PREMIUM COST AND/OR LEVEL OF COVERAGE SHALL CHANGE FOR ALL EMPLOYEES OF THE