OTHERWISE EXPRESSLY
REQUIRED BY APPLICABLE LAW. THE BASE SALARY PAYABLE PURSUANT TO THIS PARAGRAPH
4(B) FOR THE FIRST SIX MONTHS OF THE SEVERANCE PERIOD AND THE TARGET BONUS
OPPORTUNITY SHALL BE PAID TO EXECUTIVE IN A LUMP SUM ON THE FIRST DAY OF THE
CALENDAR MONTH FOLLOWING THE SIX MONTH ANNIVERSARY OF THE TERMINATION DATE, AND
THE BASE SALARY PAYABLE PURSUANT TO THIS PARAGRAPH 4(B) FOR THE REMAINDER OF THE
SEVERANCE PERIOD SHALL BE PAYABLE IN REGULAR MONTHLY INSTALLMENTS. THE AMOUNTS
PAYABLE PURSUANT TO THIS PARAGRAPH 4(B) SHALL NOT BE REDUCED BY THE AMOUNT OF
ANY COMPENSATION EXECUTIVE RECEIVES WITH RESPECT TO ANY OTHER EMPLOYMENT DURING
THE SEVERANCE PERIOD.
3
(C)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY FOR CAUSE OR
IS TERMINATED PURSUANT TO CLAUSE (A)(I) ABOVE (OTHER THAN TERMINATION WITH GOOD
REASON) OR EXPIRES AND IS NOT RENEWED HEREUNDER, EXECUTIVE SHALL ONLY BE
ENTITLED TO RECEIVE HIS BASE SALARY THROUGH THE DATE OF TERMINATION OR
EXPIRATION AND SHALL NOT BE ENTITLED TO ANY OTHER SALARY, COMPENSATION OR
BENEFITS FROM THE COMPANY OR ITS SUBSIDIARIES THEREAFTER, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED FOR UNDER THE COMPANY'S EMPLOYEE BENEFIT PLANS OR AS
OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
(D)
FOR TWELVE MONTHS FOLLOWING THE DATE OF EXECUTIVE'S TERMINATION,
THE COMPANY SHALL, AT ITS EXPENSE, CONTINUE ON BEHALF OF THE EXECUTIVE AND HIS
DEPENDANTS AND BENEFICIARIES, THE LIFE INSURANCE, DISABILITY, MEDICAL, DENTAL
AND HOSPITALIZATION BENEFITS PROVIDED TO THE EXECUTIVE IMMEDIATELY PRIOR TO THE
DATE OF TERMINATION. THE COVERAGE AND BENEFITS (INCLUDING DEDUCTIBLES AND COSTS)
PROVIDED IN THIS SECTION 4(D) SHALL BE NO LESS FAVORABLE TO THE EXECUTIVE AND
HIS DEPENDANTS AND BENEFICIARIES, THAN THE COVERAGE AND BENEFITS PROVIDED TO
EXECUTIVE IMMEDIATELY PRIOR TO HIS TERMINATION. THE COMPANY'S OBLIGATION
HEREUNDER WITH RESPECT TO THE FOREGOING BENEFITS SHALL BE LIMITED TO THE EXTENT
THAT THE EXECUTIVE OBTAINS ANY SUCH BENEFITS PURSUANT TO A SUBSEQUENT EMPLOYER'S
BENEFIT PLANS, IN WHICH CASE THE COMPANY MAY REDUCE THE COVERAGE OF ANY BENEFITS
IT IS REQUIRED TO PROVIDE THE EXECUTIVE HEREUNDER SO LONG AS THE AGGREGATE
COVERAGE AND BENEFITS OF THE COMBINED BENEFIT PLANS IS NO LESS FAVORABLE TO THE
EXECUTIVE THAN THE COVERAGES AND BENEFITS REQUIRED TO BE PROVIDED HEREUNDER.
THIS SUBSECTION (D) SHALL NOT BE INTERPRETED SO AS TO LIMIT ANY BENEFITS TO
WHICH THE EXECUTIVE, HIS DEPENDANTS OR BENEFICIARIES MAY OTHERWISE BE ENTITLED
UNDER ANY OF THE COMPANY'S EMPLOYEE BENEFIT PLANS, PROGRAMS OR PRACTICES
FOLLOWING THE TERMINATION OF EMPLOYMENT OF THE EXECUTIVE, INCLUDING WITHOUT
LIMITATION, ANY APPLICABLE RETIREE MEDICAL AND LIFE INSURANCE BENEFITS. EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL OF EXECUTIVE'S RIGHTS TO SALARY,
BONUSES, EMPLOYEE BENEFITS AND OTHER COMPENSATION HEREUNDER WHICH WOULD HAVE
ACCRUED OR BECOME PAYABLE AFTER THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT
PERIOD SHALL CEASE UPON SUCH TERMINATION OR EXPIRATION, OTHER THAN THOSE
EXPRESSLY REQUIRED UNDER APPLICABLE LAW (SUCH AS COBRA); PROVIDED, THAT FOR
PURPOSES OF DETERMINING EXECUTIVE'S RIGHTS UNDER COBRA, THE DATE OF THE LATER TO
OCCUR OF (X) THE DATE OF THE TERMINATION OR EXPIRATION