THE SUM OF
(X) THE EXECUTIVE'S ANNUAL BASE SALARY AND (Y) THE TARGET ANNUAL BONUS;
(2)
FOR THREE YEARS AFTER THE EXECUTIVE'S DATE OF TERMINATION, OR SUCH
LONGER PERIOD AS MAY BE PROVIDED BY THE TERMS OF THE APPROPRIATE PLAN, PROGRAM,
PRACTICE OR POLICY (THE "BENEFIT CONTINUATION PERIOD"), THE COMPANY SHALL
CONTINUE BENEFITS TO THE EXECUTIVE AND/OR THE EXECUTIVE'S FAMILY AT LEAST EQUAL
TO, AND AT THE SAME AFTER-TAX COST TO THE EXECUTIVE AND/OR THE EXECUTIVE'S
FAMILY, AS THOSE THAT WOULD HAVE BEEN PROVIDED TO THEM IN ACCORDANCE WITH THE
PLANS, PROGRAMS, PRACTICES AND POLICIES DESCRIBED IN SECTION 3(B)(4) (SUCH
BENEFITS, THE "WELFARE BENEFITS") IF THE EXECUTIVE'S EMPLOYMENT HAD NOT BEEN
TERMINATED OR, IF MORE FAVORABLE TO THE EXECUTIVE, AS IN EFFECT GENERALLY AT ANY
TIME THEREAFTER WITH RESPECT TO OTHER PEER EXECUTIVES OF THE COMPANY AND THE
AFFILIATED COMPANIES AND THEIR FAMILIES; PROVIDED, HOWEVER, THAT, THE MEDICAL,
DENTAL, PRESCRIPTION DRUG AND VISION BENEFITS PROVIDED DURING THE BENEFIT
CONTINUATION PERIOD SHALL BE PROVIDED IN SUCH A MANNER THAT SUCH BENEFITS (AND
THE COSTS AND PREMIUMS THEREOF) ARE EXCLUDED FROM THE EXECUTIVE'S INCOME FOR
FEDERAL INCOME TAX PURPOSES (IF THE COMPANY REASONABLY DETERMINES THAT PROVIDING
CONTINUED COVERAGE UNDER ONE OR MORE OF ITS WELFARE PLANS CONTEMPLATED HEREIN
COULD BE TAXABLE TO THE EXECUTIVE, THE COMPANY SHALL PROVIDE SUCH BENEFITS AT
THE LEVEL REQUIRED HEREBY THROUGH THE PURCHASE OF INDIVIDUAL COVERAGE); AND,
PROVIDED, FURTHER, THAT IF THE EXECUTIVE BECOMES REEMPLOYED WITH ANOTHER
EMPLOYER AND IS ELIGIBLE TO RECEIVE SUCH BENEFITS UNDER ANOTHER EMPLOYER
PROVIDED PLAN, THE MEDICAL AND OTHER WELFARE BENEFITS DESCRIBED HEREIN SHALL BE
SECONDARY TO THOSE PROVIDED UNDER SUCH OTHER PLAN DURING SUCH APPLICABLE PERIOD
OF ELIGIBILITY. FOR PURPOSES OF DETERMINING ELIGIBILITY (BUT NOT THE TIME OF
COMMENCEMENT OF BENEFITS) OF THE EXECUTIVE FOR RETIREE BENEFITS PURSUANT TO SUCH
PLANS, PRACTICES, PROGRAMS AND POLICIES, THE EXECUTIVE SHALL BE CONSIDERED TO
HAVE REMAINED EMPLOYED UNTIL THE END OF THE BENEFIT CONTINUATION PERIOD AND TO
HAVE RETIRED ON THE LAST DAY OF SUCH PERIOD;
10
(3)
THE COMPANY SHALL, AT ITS SOLE EXPENSE AS INCURRED, PROVIDE THE
EXECUTIVE WITH OUTPLACEMENT SERVICES THE SCOPE AND PROVIDER OF WHICH SHALL BE
SELECTED BY THE EXECUTIVE IN THE EXECUTIVE'S SOLE DISCRETION, PROVIDED THAT THE
COST OF SUCH OUTPLACEMENT SHALL NOT EXCEED $50,000; AND PROVIDED, FURTHER, THAT
SUCH OUTPLACEMENT BENEFITS SHALL END NOT LATER THAN THE LAST DAY OF THE SECOND
CALENDAR YEAR THAT BEGINS AFTER THE DATE OF TERMINATION; AND
(4)
TO THE EXTENT NOT THERETOFORE PAID OR PROVIDED, THE COMPANY SHALL
TIMELY PAY OR PROVIDE TO THE EXECUTIVE ANY OTHER BENEFITS (AS DEFINED IN SECTION
6) IN ACCORDANCE WITH THE TERMS OF THE UNDERLYING PLANS OR AGREEMENTS.
Notwithstanding the foregoing provisions of this Section 5(a), in the event that
the Executive is a "specified employee" within the meaning of Section 409A of
the Code (as determined in accordance with the methodology established by the
Company as in effect on the Date of Termination), amounts that would otherwise
be payable under this Section 5(a)