THE DATE OF TERMINATION OCCURS OR ONE OF THE TWO YEARS IMMEDIATELY
PRECEDING SUCH YEAR.
SUCH AMOUNT SHALL BE PAID IN CASH TO HER WITHIN 30 DAYS
AFTER THE DATE OF TERMINATION OR WITHIN 30 DAYS AFTER SUCH AMOUNT CAN FIRST BE
DETERMINED, WHICHEVER IS LATER.
(4)
SUBJECT TO THE FOLLOWING SENTENCE, THE SURVIVING SPOUSE SHALL BE
PAID BENEFITS DETERMINED BY REFERENCE TO THE EXCESS OF (I) THE AGGREGATE
RETIREMENT BENEFITS THE EXECUTIVE WOULD HAVE ACCRUED UNDER THE TERMS OF EACH
TAX-QUALIFIED AND NON-QUALIFIED DEFINED BENEFIT PLAN AS IN EFFECT IMMEDIATELY
PRIOR TO THE DATE OF TERMINATION, HAD HE (A) CONTINUED TO BE EMPLOYED FOR A
PERIOD OF ONE YEAR FOLLOWING THE DATE OF TERMINATION, AND (B) RECEIVED (ON A
PRO RATED BASIS, AS APPROPRIATE) THE GREATER OF (I) THE HIGHEST COMPENSATION
TAKEN INTO ACCOUNT UNDER EACH SUCH PLAN WITH RESPECT TO ONE OF THE TWO YEARS
IMMEDIATELY PRECEDING THE YEAR IN WHICH THE DATE OF TERMINATION OCCURS, OR
(II) HIS ANNUALIZED BASE COMPENSATION IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION (OR PRIOR TO ANY REDUCTION WHICH ENTITLED HIM TO TERMINATE HIS
EMPLOYMENT FOR GOOD REASON), OVER (II) THE RETIREMENT BENEFITS ACTUALLY
DETERMINED UNDER SUCH PLANS.
THE FREQUENCY, MANNER, AND EXTENT OF PAYMENT OF
SUCH BENEFITS SHALL BE CONSISTENT WITH THE TERMS OF THE PLANS TO WHICH THEY
RELATE AND ANY ELECTIONS MADE THEREUNDER.
(5)
THE SURVIVING SPOUSE AND HER ELIGIBLE DEPENDENTS SHALL BE ENTITLED
TO CONTINUE TO PARTICIPATE AT THE SAME AGGREGATE BENEFIT LEVELS, FOR A PERIOD OF
ONE YEAR FOLLOWING THE DATE OF TERMINATION AND AT NO OUT-OF-POCKET OR TAX COST
TO HER, IN THE
5
WELFARE BENEFIT PLANS IN WHICH THE EXECUTIVE WAS A PARTICIPANT IMMEDIATELY PRIOR
TO THE DATE OF TERMINATION, TO THE EXTENT PERMITTED UNDER THE TERMS OF SUCH
PLANS AND APPLICABLE LAW; PROVIDED, HOWEVER, THAT NEITHER THE COMPANY NOR ITS
AFFILIATES SHALL BE REQUIRED TO PROVIDE CONTINUED BENEFITS WITH RESPECT TO HER
DECEASED HUSBAND; AND PROVIDED FURTHER, THAT NEITHER THE COMPANY NOR ITS
AFFILIATES SHALL THEREAFTER BE REQUIRED TO PROVIDE, AT ITS COST, THE OTHER
WELFARE BENEFITS COVERED BY SUCH PLANS TO SUCH SPOUSE AND HER ELIGIBLE
DEPENDENTS AFTER THE EARLIER OF (I) HER DEATH, OR (II) THE LATER OF (A) HER
ATTAINMENT OF AGE 65, OR (B) THE DATE SPECIFIED IN THE RELEVANT PLAN DOCUMENT
FOR BENEFIT TERMINATION (ASSUMING THE EXECUTIVE WAS EMPLOYED UNTIL AGE 65 OR THE
NORMAL RETIREMENT DATE, IF ANY, SPECIFIED IN SUCH DOCUMENT).
TO THE EXTENT THE
COMPANY OR AN AFFILIATE IS UNABLE TO PROVIDE FOR CONTINUED PARTICIPATION IN A
WELFARE BENEFIT PLAN AS REQUIRED, IT SHALL PROVIDE AN EQUIVALENT BENEFIT
DIRECTLY AT NO OUT-OF-POCKET OR TAX COST TO HER.
FOR PURPOSES OF THE PRECEDING
TWO SENTENCES, THE COMPANY OR THE AFFILIATE SHALL BE DEEMED TO HAVE PROVIDED A
BENEFIT AT NO TAX COST TO HER IF IT PAYS AN ADDITIONAL AMOUNT TO HER OR ON HER
BEHALF, WITH RESPECT TO THOSE BENEFITS WHICH WOULD OTHERWISE BE NONTAXABLE TO
HER, CALCULATED IN A MANNER CONSISTENT WITH