THE COMPANY'S CONTRIBUTION TO THE PROFIT
SHARING PLAN IN EACH SUCH YEAR IS IN AN AMOUNT EQUAL TO THE GREATEST AMOUNT
CONTRIBUTED BY THE COMPANY IN ANY OF THE THREE YEARS ENDING PRIOR TO THE
EFFECTIVE DATE.
(II)
WELFARE BENEFITS.
FOR THREE YEARS
FOLLOWING THE DATE OF TERMINATION, OR SUCH LONGER PERIOD AS MAY BE PROVIDED BY
THE TERMS OF THE APPROPRIATE PLAN, PROGRAM, PRACTICE OR POLICY, (THE "BENEFITS
PERIOD"), THE COMPANY SHALL PROVIDE THE PARTICIPANT AND HIS ELIGIBLE DEPENDENTS
WITH MEDICAL, PRESCRIPTION, VISION AND DENTAL INSURANCE COVERAGE (THE "HEALTH
CARE BENEFITS") AND LIFE INSURANCE AND DISABILITY BENEFITS NO LESS FAVORABLE TO
THOSE WHICH THE PARTICIPANT AND HIS SPOUSE AND ELIGIBLE DEPENDENTS WERE
RECEIVING IMMEDIATELY PRIOR TO THE DATE OF TERMINATION OR, IF MORE FAVORABLE TO
SUCH PERSONS, AS IN EFFECT GENERALLY AT ANY TIME THEREAFTER WITH RESPECT TO
OTHER PEER EXECUTIVES OF THE COMPANY AND THE AFFILIATED COMPANIES; PROVIDED,
HOWEVER, THAT THE HEALTH CARE BENEFITS SHALL BE PROVIDED DURING THE BENEFITS
PERIOD IN SUCH A MANNER THAT SUCH BENEFITS ARE EXCLUDED FROM THE PARTICIPANT'S
INCOME FOR FEDERAL INCOME TAX PURPOSES; PROVIDED, FURTHER, HOWEVER, THAT IF THE
PARTICIPANT BECOMES RE-EMPLOYED WITH ANOTHER EMPLOYER AND IS ELIGIBLE TO RECEIVE
HEALTH CARE BENEFITS UNDER ANOTHER EMPLOYER-PROVIDED PLAN, THE HEALTH CARE
BENEFITS PROVIDED HEREUNDER SHALL BE SECONDARY TO THOSE PROVIDED UNDER SUCH
OTHER PLAN DURING SUCH APPLICABLE PERIOD OF ELIGIBILITY.
THE COMPANY SHALL USE
ITS REASONABLE BEST EFFORTS TO ENSURE THAT, FOLLOWING THE END OF THE BENEFITS
PERIOD, THE PARTICIPANT AND THE PARTICIPANT'S SPOUSE AND ELIGIBLE DEPENDENTS
SHALL BE ELIGIBLE TO ELECT CONTINUED HEALTH COVERAGE PURSUANT TO SECTION 4980B
OF THE CODE OR OTHER APPLICABLE LAW ("COBRA COVERAGE"), AS IF THE PARTICIPANT'S
EMPLOYMENT WITH THE COMPANY HAD TERMINATED AS OF THE END OF SUCH PERIOD.
FOR
PURPOSES OF DETERMINING ELIGIBILITY (BUT NOT THE TIME OF COMMENCEMENT OF
BENEFITS) OF THE PARTICIPANT FOR RETIREE WELFARE BENEFITS PURSUANT TO THE
COMPANY'S RETIREE WELFARE BENEFIT PLANS, IF ANY, THE PARTICIPANT SHALL BE
CONSIDERED TO HAVE REMAINED EMPLOYED UNTIL THE END OF THE BENEFITS PERIOD AND TO
HAVE RETIRED ON THE LAST DAY OF SUCH PERIOD.
(III)
OUTPLACEMENT SERVICES.
THE COMPANY SHALL, AT ITS SOLE EXPENSE AS
INCURRED, PROVIDE THE PARTICIPANT WITH OUTPLACEMENT SERVICES THE SCOPE AND
PROVIDER OF WHICH SHALL BE SELECTED BY THE PARTICIPANT IN THE PARTICIPANT'S SOLE
DISCRETION, PROVIDED THAT SUCH OUTPLACEMENT
7
BENEFITS SHALL END NOT LATER THAN THE LAST DAY OF THE SECOND CALENDAR YEAR THAT
BEGINS AFTER THE DATE OF TERMINATION.
(B)
DEATH.
IF THE PARTICIPANT'S EMPLOYMENT IS
TERMINATED BY REASON OF THE PARTICIPANT'S DEATH DURING THE ONE-YEAR PERIOD
BEGINNING ON THE DATE OF A CHANGE IN CONTROL, THE COMPANY SHALL PROVIDE THE
PARTICIPANT'S ESTATE OR BENEFICIARIES WITH THE ACCRUED OBLIGATIONS (SUBJECT TO
THE PROVISO SET FORTH IN SECTION 4(A)(I)(A) TO THE EXTENT APPLICABLE) AND THE
PRO RATA BONUS AND THE TIMELY PAYMENT OR DELIVERY OF THE OTHER BENEFITS (SUBJECT
TO THE PROVISO SET FORTH IN SECTION 4(A)(I)(A) TO THE EXTENT APPLICABLE), AND
SHALL HAVE NO OTHER SEVERANCE OBLIGATIONS UNDER