IV FOLLOWING HIS OR HER QUALIFYING TERMINATION.
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3.2
RELEASE FORM.
AN ELIGIBLE EMPLOYEE OTHERWISE ELIGIBLE TO RECEIVE
SEVERANCE BENEFITS UNDER THIS PLAN SHALL BE PAID SUCH SEVERANCE BENEFITS ONLY IF
THE ELIGIBLE EMPLOYEE EXECUTES AND DELIVERS THE APPROPRIATE RELEASE
FORM (SUBSTANTIALLY IN THE FORM OF EXHIBIT A-1 OR EXHIBIT A-2, AS THE CASE MAY
BE, ATTACHED HERETO) TO THE COMPANY, IN ACCORDANCE WITH THE INSTRUCTIONS AND ON
OR BEFORE THE DATE SPECIFIED ON THE RELEASE FORM OR ANY DOCUMENT ACCOMPANYING
THE RELEASE FORM, AND IN THE CASE OF AN ELIGIBLE EMPLOYEE AGE 40 OR OVER, DOES
NOT REVOKE THE RELEASE FORM WITHIN SEVEN (7)
DAYS OF EXECUTING THE RELEASE
FORM.
3.3
TERMINATION OF ELIGIBILITY FOR SEVERANCE BENEFITS.
AN ELIGIBLE
EMPLOYEE WILL CEASE TO BE ELIGIBLE TO RECEIVE SEVERANCE BENEFITS UNDER THIS PLAN
UPON THE EARLIER OF THE FOLLOWING:
(A)
THE ELIGIBLE EMPLOYEE'S DEATH OR PERMANENT DISABILITY, UNLESS IT
OCCURS AFTER THE DATE THE RELEASE FORM IS EXECUTED;
(B)
THE ELIGIBLE EMPLOYEE'S VOLUNTARY TERMINATION OF EMPLOYMENT FOR
ANY REASON OTHER THAN GOOD REASON;
(C)
THE ELIGIBLE EMPLOYEE'S DISCHARGE FOR CAUSE;
(D)
THE ELIGIBLE EMPLOYEE'S FAILURE TO EXECUTE AND DELIVER THE
RELEASE FORM BY THE DATE SPECIFIED ON THE RELEASE FORM, OR SUCH OTHER APPLICABLE
TIME PERIOD IF THE ELIGIBLE EMPLOYEE HAS MADE A CLAIM UNDER THE CLAIMS
PROCEDURES UNDER SECTION VI HEREIN; OR
(E)
UPON A CHANGE OF CONTROL, THE ELIGIBLE EMPLOYEE HAS REJECTED A
COMPARABLE OFFER OF EMPLOYMENT FROM ANY OTHER OPERATION OF THE COMPANY OR ANY OF
ITS AFFILIATE ORGANIZATIONS.
Notwithstanding anything herein to the contrary, the Company shall have the
right to cease all Severance Benefit payments and to recover payments previously
made to the Eligible Employee should the Eligible Employee at any time breach
the Eligible Employee's undertakings under the terms of the Plan, the Release
Form executed by the Eligible Employee to obtain the Severance Benefits under
the Plan or the provisions of the Non-Disclosure, Non-Competition, and Work
Product Disclosure Agreement (or other comparable agreement) executed by the
Eligible Employee.
SECTION IV
SEVERANCE BENEFITS
4.1
GENERAL.
IF AN ELIGIBLE EMPLOYEE HAS A QUALIFYING TERMINATION,
THE ELIGIBLE EMPLOYEE SHALL BE ENTITLED TO THE FOLLOWING SEVERANCE BENEFITS IF
SUCH ELIGIBLE EMPLOYEE COMPLIES WITH THE REQUIREMENTS OF SECTION III.
NOTWITHSTANDING THE FOREGOING, IF, PURSUANT TO ANY APPLICABLE LAW OR REGULATION,
THE ELIGIBLE EMPLOYEE IS ENTITLED TO SEVERANCE BENEFITS THAT EXCEED THOSE
DESCRIBED HEREIN, SUCH STATUTORY SEVERANCE BENEFITS SHALL BE PAID IN LIEU OF THE
SEVERANCE BENEFITS PAYABLE UNDER THE PLAN.
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4.2
SEVERANCE BENEFITS.
THE AMOUNT OF SEVERANCE BENEFITS THAT AN
ELIGIBLE EMPLOYEE IS PERMITTED TO RECEIVE UNDER THE TERMS OF THIS PLAN SHALL BE
DETERMINED BASED ON (I) THE PARTICIPATION LEVEL THAT THE ELIGIBLE EMPLOYEE HAS
BEEN ASSIGNED TO BY THE COMPENSATION COMMITTEE, (II) WHETHER THE ELIGIBLE
EMPLOYEE'S QUALIFYING TERMINATION OCCURRED WITHIN 30 DAYS PRIOR TO THE EFFECTIVE
DATE OF A CHANGE IN CONTROL, AND (III) WHETHER THE ELIGIBLE EMPLOYEE'S
EMPLOYMENT WAS TERMINATED FOR POOR PERFORMANCE.
(A)
FOR A QUALIFYING TERMINATION THAT OCCURS MORE THAN