MADE AN OFFER OF EMPLOYMENT WITH THE SUCCESSOR, OR AN OFFER FOR
CONTINUED EMPLOYMENT WITH THE SUBSIDIARY IF IT SURVIVES THE CHANGE IN CONTROL,
THE COMPANY AND THE SUBSIDIARY (AND ANY SUCCESSOR THERETO) WILL BE RESPONSIBLE
FOR MAKING A LUMP SUM PAYMENT TO YOU EQUAL TO THE SUM OF (A) 18 MONTHS OF YOUR
THEN CURRENT BASE PAY, AND (B) AN AMOUNT EQUAL TO 150% OF YOUR BONUS PLAN
PAYMENT FOR THE CURRENT YEAR; PROVIDED, HOWEVER, IF THE SUCCESSOR OR THE COMPANY
ELECTS TO EMPLOY YOU OR TO CONTINUE YOUR EMPLOYMENT WITH THE SUBSIDIARY, AS THE
CASE MAY BE, FOR UP TO SIX MONTHS FOLLOWING THE CHANGE IN CONTROL UPON TERMS
SUBSTANTIALLY IDENTICAL TO THE TERMS OF YOUR EXISTING EMPLOYMENT, INCLUDING THE
BENEFITS SET FORTH IN THIS AGREEMENT, THE FOREGOING LUMP SUM CASH PAYMENT SHALL
NOT BE MADE UNTIL THE EARLIER OF THE END OF THE SIX MONTH PERIOD FOLLOWING THE
CHANGE IN CONTROL OR YOUR DATE OF TERMINATION, BUT ONLY IF YOUR EMPLOYMENT
DURING SUCH SIX MONTH PERIOD IS NOT TERMINATED BY THE COMPANY, THE SUBSIDIARY,
OR SUCCESSOR FOR CAUSE, OR BY YOU WITHOUT GOOD REASON.
(II)
GROUP HEALTH PLANS.
DURING THE CONTINUATION PERIOD (AS DEFINED
BELOW), THE SUBSIDIARY AND THE PARENT COMPANY (AND ANY SUCCESSOR THERETO) WILL
BE JOINTLY AND SEVERALLY RESPONSIBLE FOR EITHER (A) MAINTAINING A GROUP HEALTH
PLAN(S) WHICH BY ITS TERMS COVERS YOU (AND YOUR FAMILY MEMBERS AND THOSE
DEPENDENTS ELIGIBLE TO BE COVERED DURING THE 90 DAYS IMMEDIATELY PRECEDING A
CHANGE IN CONTROL) UNDER THE SAME OR SIMILAR TERMS AS PROVIDED TO YOU DURING THE
90 DAYS IMMEDIATELY PRECEDING SUCH CHANGE IN CONTROL (WITHOUT REGARD TO ANY
REDUCTION IN SUCH BENEFITS THAT CONSTITUTES GOOD REASON), OR (B) PROVIDING
COMPARABLE MEDICAL BENEFITS PURSUANT TO AN ALTERNATIVE ARRANGEMENT, SUCH AS AN
INDIVIDUAL MEDICAL INSURANCE CONTRACT.
THE "CONTINUATION PERIOD" IS THE PERIOD
BEGINNING ON YOUR DATE OF TERMINATION, WHETHER SUCH DATE IS AT OR PRIOR TO THE
CHANGE IN CONTROL AS PROVIDED FOR IN THE DEFINITION OF CHANGE IN CONTROL OR
WITHIN 12 MONTHS AFTER ACCEPTING EMPLOYMENT WITH THE SUCCESSOR OR THE
SUBSIDIARY, AS THE CASE MAY BE, AS PROVIDED FOR IN SECTION 3(B)(I) ABOVE, AND
ENDING ON THE EARLIER OF (A) THE LAST DAY OF THE 18TH MONTH THAT BEGINS AFTER
YOUR DATE OF TERMINATION OR (B) THE DATE ON WHICH YOU FIRST BECOME ELIGIBLE TO
PARTICIPATE AS AN EMPLOYEE IN A PLAN OF ANOTHER EMPLOYER PROVIDING GROUP HEALTH
BENEFITS TO YOU AND YOUR ELIGIBLE FAMILY MEMBERS AND DEPENDENTS.
IF YOU TIMELY
ELECT CONTINUED COVERAGE UNDER SUCH GROUP HEALTH PLAN(S) PURSUANT TO SECTION
4980B OF THE INTERNAL REVENUE CODE OF 1986 AND PART 6 OF SUBTITLE B OF TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("COBRA"), IN
ACCORDANCE WITH ORDINARY PLAN PRACTICES, FOR THE CONTINUATION PERIOD, THE
SUBSIDIARY OR THE COMPANY WILL REIMBURSE YOU ON AN INCOME TAX GROSSED-UP BASIS
FOR A PORTION OF THE AMOUNT YOU PAY FOR SUCH COBRA CONTINUATION COVERAGE (OR IF
COBRA COVERAGE IS NOT AVAILABLE,