of this letter agreement, "Good Reason" shall mean the Company,
without your consent, (i) assigns to you duties inconsistent with your position,
title, authority or duties that results in a substantial diminution of such
position, title, authority or duties; provided that you shall provide the
Company with at least fifteen (15) days' prior written notice of such diminution
and the Company shall not have remedied such diminution within fifteen (15) days
of receipt of such notice; or (ii) the Company materially breaches this letter
agreement and fails to cure such breach within fifteen (15) days of written
notice thereof.
10.
TERMINATION FOLLOWING A CHANGE OF CONTROL.
(A)
IF, WITHIN EIGHTEEN (18) MONTHS OF A "CHANGE OF CONTROL" (AS
DEFINED BELOW) YOUR EMPLOYMENT IS TERMINATED FOR ANY REASON OR NO REASON BY THE
COMPANY (EXCEPT A TERMINATION BY THE COMPANY FOR CAUSE) OR FOR ANY REASON OR NO
REASON BY YOU (INCLUDING ANY SUCH TERMINATION WITHOUT GOOD REASON), THE COMPANY
SHALL PAY OR PROVIDE YOU WITH THE BENEFITS SET FORTH IN THIS PARAGRAPH 10(A),
SUBJECT TO THE PROVISIONS OF PARAGRAPHS 24 AND 25 HEREOF.
NOTWITHSTANDING THE
FOREGOING, YOU SHALL NOT BE ENTITLED TO RECEIVE ANY OF THE PAYMENTS OR BENEFITS
SET FORTH IN THIS PARAGRAPH 10(A) IF YOU ARE OFFERED "COMPARABLE EMPLOYMENT" (AS
DEFINED BELOW) BY THE COMPANY (OR ITS SUCCESSOR) WITHIN SIXTY (60) DAYS
FOLLOWING THE CONSUMMATION OF THE CHANGE IN CONTROL.
(I)
THE ACCRUED BENEFITS WITHIN THIRTY (30)
DAYS FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION.
(II)
A LUMP SUM PAYMENT WITHIN THIRTY (30) DAYS
FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION EQUAL TO THREE (3) TIMES THE
SUM OF (A) YOUR AVERAGE SALARY PLUS (B) YOUR AVERAGE BONUS COMPENSATION (EACH,
BASED ON THE LAST FIVE YEARS' AVERAGE).
(III)
SUBJECT TO (A) YOUR TIMELY ELECTION OF
CONTINUATION COVERAGE UNDER THE COBRA, AND (B) YOUR PAYMENT OF THE COBRA
PREMIUMS ASSOCIATED THEREWITH, CONTINUED PARTICIPATION IN THE COMPANY'S GROUP
HEALTH PLAN (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND THE TERMS OF SUCH
PLAN) WHICH COVERS YOU FOR A PERIOD OF EIGHTEEN (18) MONTHS, PROVIDED THAT YOU
ARE ELIGIBLE AND REMAIN ELIGIBLE FOR COBRA COVERAGE; AND PROVIDED, FURTHER, THAT
IN THE EVENT THAT YOU OBTAIN OTHER EMPLOYMENT THAT OFFERS GROUP HEALTH BENEFITS,
SUCH CONTINUATION OF COVERAGE BY THE COMPANY SHALL IMMEDIATELY CEASE.
4
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LETTER AGREEMENT TO
THE CONTRARY, TO THE EXTENT THAT YOU BECOME ENTITLED TO CHANGE IN CONTROL
SEVERANCE BENEFITS UNDER THIS PARAGRAPH 10, SUCH BENEFITS SHALL BE IN LIEU OF,
AND NOT IN ADDITION TO, THE SEVERANCE BENEFITS THAT WOULD OTHERWISE BECOME
PAYABLE PURSUANT TO THE PROVISIONS OF PARAGRAPH 7, 8, 9 OR 11 HEREOF.
(C)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LETTER AGREEMENT TO
THE CONTRARY, IN THE EVENT ANY PAYMENT THAT IS EITHER RECEIVED BY YOU OR PAID BY
THE COMPANY ON YOUR BEHALF OR ANY PROPERTY, OR ANY OTHER BENEFIT PROVIDED TO YOU
UNDER THIS LETTER AGREEMENT OR UNDER ANY OTHER PLAN, ARRANGEMENT OR AGREEMENT
WITH THE COMPANY