PLANS MAINTAINED BY THE COMPANY
SHALL FULLY VEST UPON THE OCCURRENCE OF A CHANGE IN CONTROL, AS SUCH TERM IS
DEFINED IN SECTION 1(D) WITH 50% SUBSTITUTED FOR 25% IN
SECTION 1(D)(II) (WHETHER OR NOT A QUALIFYING TERMINATION HAS OCCURRED) AND ALL
OTHER TERMS AND CONDITIONS OF ANY SUCH STOCK INCENTIVE AWARD SHALL REMAIN IN
EFFECT TO THE EXTENT NOT INCONSISTENT WITH THE PROVISIONS OF THIS
SECTION 4(A)(IV).
(B)
IF DURING THE TERMINATION PERIOD THE EMPLOYMENT OF EXECUTIVE SHALL
TERMINATE PURSUANT TO A QUALIFYING TERMINATION, THE COMPANY SHALL CONTINUE TO
PROVIDE, FOR A PERIOD OF TWO (2) YEARS FOLLOWING EXECUTIVE'S DATE OF
TERMINATION, EXECUTIVE (AND EXECUTIVE'S DEPENDENTS, IF APPLICABLE) WITH THE SAME
LEVEL OF MEDICAL, DENTAL, ACCIDENT, DISABILITY AND TERM LIFE INSURANCE BENEFITS
UPON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS (INCLUDING CONTRIBUTIONS
REQUIRED BY EXECUTIVE FOR SUCH BENEFITS) AS EXISTED IMMEDIATELY PRIOR TO
EXECUTIVE'S DATE OF TERMINATION (OR, IF MORE FAVORABLE TO EXECUTIVE, AS SUCH
BENEFITS AND TERMS AND CONDITIONS EXISTED IMMEDIATELY PRIOR TO THE CHANGE IN
CONTROL); PROVIDED THAT, IF EXECUTIVE CANNOT CONTINUE TO PARTICIPATE IN THE
COMPANY PLANS PROVIDING SUCH BENEFITS, THE COMPANY SHALL OTHERWISE PROVIDE SUCH
BENEFITS ON THE SAME AFTER-TAX BASIS AS IF CONTINUED PARTICIPATION HAD BEEN
PERMITTED.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT EXECUTIVE BECOMES
REEMPLOYED WITH ANOTHER EMPLOYER AND BECOMES ELIGIBLE TO RECEIVE WELFARE
BENEFITS FROM SUCH EMPLOYER, THE WELFARE BENEFITS DESCRIBED HEREIN SHALL BE
SECONDARY TO SUCH BENEFITS DURING THE PERIOD OF EXECUTIVE'S ELIGIBILITY, BUT
ONLY TO THE EXTENT THAT THE COMPANY REIMBURSES EXECUTIVE FOR ANY INCREASED COST
AND PROVIDES ANY ADDITIONAL BENEFITS NECESSARY TO GIVE EXECUTIVE THE BENEFITS
PROVIDED HEREUNDER.
ANY MEDICAL OR DENTAL COVERAGE PROVIDED UNDER THIS
SECTION 4(B) SHALL BE IN ADDITION TO ANY RIGHTS EXECUTIVE HAS UNDER PART 6 OF
TITLE 1 OF ERISA.
(C)
IF DURING THE TERMINATION PERIOD THE EMPLOYMENT OF EXECUTIVE SHALL
TERMINATE OTHER THAN BY REASON OF A QUALIFYING TERMINATION, THEN THE COMPANY
SHALL PAY TO EXECUTIVE WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF
TERMINATION, A LUMP-SUM CASH AMOUNT EQUAL TO THE SUM OF (1) EXECUTIVE'S BASE
SALARY THROUGH THE DATE OF TERMINATION AND ANY BONUS AMOUNTS WHICH HAVE BECOME
PAYABLE, TO THE EXTENT NOT THERETOFORE PAID OR DEFERRED, AND (2) ANY ACCRUED
VACATION PAY, IN EACH CASE TO THE EXTENT NOT THERETOFORE PAID.
THE COMPANY MAY
MAKE SUCH ADDITIONAL PAYMENTS, AND PROVIDE SUCH ADDITIONAL BENEFITS, TO
EXECUTIVE AS THE COMPANY AND EXECUTIVE MAY AGREE IN WRITING.
5.
CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.
(A)
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN THE
EVENT IT SHALL BE DETERMINED THAT ANY PAYMENT, AWARD, BENEFIT OR DISTRIBUTION
(OR ANY ACCELERATION OF ANY PAYMENT, AWARD, BENEFIT OR DISTRIBUTION) BY THE
COMPANY (OR ANY OF ITS AFFILIATED ENTITIES) OR ANY
7
ENTITY WHICH EFFECTUATES A CHANGE IN CONTROL (OR ANY OF ITS AFFILIATED ENTITIES)
TO OR FOR THE BENEFIT OF EXECUTIVE (WHETHER PURSUANT TO THE TERMS OF THIS
AGREEMENT OR OTHERWISE, BUT DETERMINED WITHOUT REGARD TO ANY ADDITIONAL PAYMENTS
REQUIRED UNDER THIS SECTION 5) (THE