THEN
IN EFFECT BASE SALARY; AND
(C)
UPON TERMINATION OF EMPLOYMENT, THE EXECUTIVE WILL BE ALLOWED TO
CONTINUE IN THE COMPANY'S GROUP HEALTH INSURANCE PLAN AT THE EXECUTIVE'S OWN
EXPENSE FOR UP TO EIGHTEEN (18) MONTHS, IN ACCORDANCE WITH APPLICABLE LAW
(COBRA).
HOWEVER, IF THE EXECUTIVE ELECTS COBRA COVERAGE, THE COMPANY WILL PAY
THE FIRST TWELVE (12) MONTHS OF COBRA COVERAGE; PROVIDED THAT THE EXECUTIVE
SHALL PAY ANY SUCH PREMIUMS HIMSELF DURING THE SIX (6) MONTH PERIOD FOLLOWING
THE EXECUTIVE'S "SEPARATION FROM SERVICE" AS DEFINED IN SECTION 409A(A)(2)(A)(I)
OF THE U.S. INTERNAL REVENUE CODE (THE "CODE") AND THE COMPANY SHALL REIMBURSE
THE EXECUTIVE FOR PAYMENT OF SUCH PREMIUMS IN A SINGLE LUMP SUM PAYMENT ON THE
FIRST DAY OF THE SEVENTH (7TH) MONTH FOLLOWING THE EXECUTIVE "SEPARATION FROM
SERVICE," IF (1) SECTION 9.1 OF THIS AGREEMENT SHALL APPLY AND (2) NO EXEMPTION
FROM SECTION 409A OF THE CODE, AS MUTUALLY DETERMINED BY THE COMPANY, COMPANY'S
TAX COUNSEL, EXECUTIVE AND EXECUTIVE'S TAX COUNSEL, SHALL OTHERWISE APPLY TO THE
COMPANY'S PAYMENTS FOR COBRA COVERAGE DURING SUCH SIX (6) MONTH PERIOD.
8.2.
PAYMENTS.
(A)
THE SEVERANCE PACKAGE WILL BE PAID LESS REQUIRED DEDUCTIONS FOR
STATE AND FEDERAL WITHHOLDING TAX, SOCIAL SECURITY AND ALL OTHER EMPLOYMENT
TAXES AS REQUIRED BY LAW.
THE ACCRUED OBLIGATIONS DEFINED IN SECTION 10.1 WILL
BE PAID IN A SINGLE LUMP SUM PAYMENT ON THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE OF TERMINATION, UNLESS OTHERWISE REQUIRED BY LAW; PROVIDED THAT THE
CONDITIONS TO RECEIVE THE SEVERANCE PACKAGE (SET FORTH IN SECTION 8.3 OF THIS
AGREEMENT ARE THEN SATISFIED.
THE SEVERANCE PAYMENT DESCRIBED IN SECTION 8.1(B)
WILL BE PAID IN EQUAL MONTHLY INSTALLMENTS FOR A PERIOD OF TWO (2) YEARS (THE
"SEVERANCE PERIOD"), WITH THE FIRST SUCH INSTALLMENT TO BE PAID ON THE FIRST DAY
OF THE MONTH THAT COINCIDES WITH OR FOLLOWS THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE OF TERMINATION.
(B)
EXECUTIVE SHALL DESIGNATE A BENEFICIARY TO RECEIVE ANY PAYMENTS
DUE HIM IN THE EVENT OF HIS DEATH BY FILING A WRITTEN DESIGNATION WITH THE
COMPANY IN THE FORM ATTACHED HERETO AS EXHIBIT C.
HOWEVER, ANY SUCH DESIGNATION
WILL ONLY BE EFFECTIVE IF SIGNED BY EXECUTIVE AND RECEIVED BY THE
3
COMPANY DURING EXECUTIVE'S LIFETIME.
EXECUTIVE'S BENEFICIARY DESIGNATION SHALL
BE DEEMED AUTOMATICALLY REVOKED IF THE BENEFICIARY PREDECEASES EXECUTIVE OR IF
EXECUTIVE NAMES A SPOUSE AS A BENEFICIARY AND THE MARRIAGE IS SUBSEQUENTLY
DISSOLVED BEFORE EXECUTIVE DIES.
IF EXECUTIVE DIES WITHOUT A VALID BENEFICIARY
DESIGNATION, ALL PAYMENTS SHALL BE MADE TO EXECUTIVE'S ESTATE.
(C)
IF A PAYMENT UNDER THIS AGREEMENT IS PAYABLE TO A MINOR, TO A
PERSON DECLARED INCOMPETENT, OR TO A PERSON INCAPABLE OF HANDLING THE
DISPOSITION OF HIS OR HER PROPERTY, THE COMPANY MAY PAY SUCH BENEFIT TO THE
GUARDIAN, LEGAL REPRESENTATIVE OR PERSON HAVING THE CARE OR CUSTODY OF SUCH
MINOR, INCOMPETENT PERSON OR INCAPABLE PERSON.
THE COMPANY MAY REQUIRE PROOF OF
INCOMPETENCE, MINORITY OR GUARDIANSHIP AS IT MAY DEEM APPROPRIATE PRIOR TO
DISTRIBUTION OF THE BENEFIT.
SUCH DISTRIBUTION