Employee's payment required under COBRA. At the conclusion of
the COBRA Continuation Period, Employee will be responsible for the entire
payment of premiums required under COBRA for the remaining duration of
eligibility for COBRA, if any. Nothing in this Section 1.3 shall restrict the
ability of the Company or its successor from changing the provider and/or some
or all of the terms of such health insurance plan, provided that all similarly
situated participants are treated the same and provided, further, that Employee
and his eligible dependents receive approximately the same benefits they were
eligible to receive prior to the change in provider and/or some or all of the
terms of such health insurance plan.
ARTICLE 2
NON-CHANGE OF CONTROL
2.1
TRIGGER EVENTS. IF THE COMPANY TERMINATES EMPLOYEE'S EMPLOYMENT WITHOUT
CAUSE (AS DEFINED BELOW) OR EMPLOYEE RESIGNS UNDER CIRCUMSTANCES CONSTITUTING AN
INVOLUNTARY TERMINATION (AS DEFINED BELOW) PRIOR TO A CHANGE OF CONTROL (I.E.,
DOES NOT QUALIFY AS A COVERED EVENT)(A "TERMINATION EVENT"), SUBJECT TO
EMPLOYEE'S OBLIGATIONS AND SUCH OTHER TERMS AND CONDITIONS AS DESCRIBED HEREIN,
INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN SECTION 3.2, EMPLOYEE SHALL BE
ENTITLED TO RECEIVE THE FOLLOWING BENEFITS SET FORTH IN SECTIONS 2.2 AND 2.3.
2.2
SALARY; SEVERANCE. EMPLOYEE SHALL RECEIVE ANY BASE SALARY THAT HAS ACCRUED
BUT IS UNPAID AS OF THE DATE OF A TERMINATION EVENT, AND CONTINGENT UPON THE
EMPLOYEE'S EXECUTION OF THE RELEASE (ATTACHED HERETO AS ATTACHMENT A)(THE
"TERMINATION EFFECTIVE DATE"), EMPLOYEE SHALL ALSO BE ENTITLED TO RECEIVE
SEVERANCE IN AN AMOUNT EQUAL TO SIX (6) MONTHS OF HIS BASE SALARY (LESS PAYROLL
DEDUCTIONS AND ALL REQUIRED WITHHOLDINGS) THAT EMPLOYEE WAS RECEIVING
IMMEDIATELY PRIOR TO THE TERMINATION EFFECTIVE DATE, PAYABLE IN SIX (6) EQUAL
MONTHLY PAYMENTS BEGINNING ON THE TERMINATION EFFECTIVE DATE.
2.3
HEALTH INSURANCE COVERAGE IN THE EVENT OF A TERMINATION EVENT. PROVIDED
THAT EMPLOYEE MAKES A TIMELY ELECTION TO CONTINUE COVERAGE UNDER THE COMPANY'S
GROUP HEALTH PLAN PURSUANT TO COBRA IN CONNECTION WITH A TERMINATION EVENT, THE
COMPANY WILL PAY EMPLOYEE'S COBRA PREMIUMS FOR A MAXIMUM PERIOD OF SIX (6)
MONTHS FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION EVENT (THE "NON-CHANGE
COBRA CONTINUATION PERIOD"). IN ADDITION, IF EMPLOYEE'S SPOUSE AND/OR DEPENDENTS
WERE ENROLLED IN THE COMPANY'S GROUP HEALTH PLAN ON THE DATE OF THE TERMINATION
EVENT, THE COMPANY WILL PAY THE COBRA PREMIUMS FOR EMPLOYEE'S ELIGIBLE
DEPENDENTS DURING THE NON-CHANGE COBRA CONTINUATION PERIOD, BUT ONLY TO THE SAME
EXTENT THAT SUCH DEPENDENTS' PREMIUMS UNDER SUCH PLAN WERE PAID BY THE COMPANY
PRIOR TO THE DATE OF SUCH TERMINATION EVENT. NO PROVISION OF THIS AGREEMENT WILL
AFFECT THE CONTINUATION COVERAGE RULES UNDER COBRA, EXCEPT THAT THE COMPANY'S
PAYMENT OF ANY APPLICABLE PREMIUMS DURING THE NON-CHANGE COBRA CONTINUATION
PERIOD WILL BE CREDITED AS PAYMENT BY EMPLOYEE FOR PURPOSES OF THE EMPLOYEE'S
PAYMENT REQUIRED UNDER COBRA. AT THE CONCLUSION OF THE NON-CHANGE COBRA
CONTINUATION PERIOD, EMPLOYEE WILL BE RESPONSIBLE FOR THE ENTIRE PAYMENT OF
PREMIUMS REQUIRED UNDER COBRA FOR THE REMAINING DURATION OF ELIGIBILITY FOR
COBRA, IF ANY.
2
Nothing in this