FURTHER OBLIGATIONS TO YOU UNDER THIS AGREEMENT.
C.
OTHER TERMINATION, INCLUDING TERMINATION WITH GOOD REASON.
IF
YOUR EMPLOYMENT WITH THE COMPANY SHALL BE TERMINATED (WHETHER BY YOU OR THE
COMPANY), OTHER THAN (A) BECAUSE OF YOUR DEATH, OR (B) IN THE CIRCUMSTANCES SET
FORTH IN (B) ABOVE, THEN THE COMPANY SHALL PAY TO YOU, UPON DEMAND, THE
FOLLOWING AMOUNTS (THE "SEVERANCE PAYMENTS"):
I.
YOUR FULL BASE SALARY THROUGH THE DATE OF TERMINATION AT THE
HIGHER OF (A) THE RATE IN EFFECT ON THE DATE THE CHANGE IN CONTROL OCCURS, OR
(B) THE RATE IN EFFECT AS OF THE TIME OF SUCH TERMINATION;
6
II.
IN LIEU OF ANY OTHER SEVERANCE BENEFITS TO WHICH YOU MAY BE
ENTITLED FOR PERIODS SUBSEQUENT TO THE DATE OF TERMINATION AN AMOUNT EQUAL TO
THE PRODUCT OF (A) THE SUM OF YOUR ANNUAL BASE SALARY, AT THE RATE IN EFFECT ON
THE DATE THE CHANGE IN CONTROL OCCURS, PLUS THE AVERAGE ANNUAL INCENTIVE
COMPENSATION (IF ANY) PAID TO YOU IN RESPECT OF THE TWO FISCAL YEARS PRIOR TO
THE FISCAL YEAR IN WHICH THE CHANGE IN CONTROL OCCURS, MULTIPLIED BY (B) THE
NUMBER THREE (BUT SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 10); AND
III.
ALL LEGAL FEES AND EXPENSES INCURRED BY YOU AS A RESULT OF SUCH
TERMINATION (INCLUDING ALL SUCH FEES AND EXPENSES, IF ANY, INCURRED IN
CONTESTING OR DISPUTING ANY SUCH TERMINATION OR IN SEEKING TO OBTAIN OR ENFORCE
ANY RIGHT OR BENEFIT PROVIDED BY THIS AGREEMENT); PROVIDED HOWEVER THAT
IV.
IF ANY PORTION OF THE PAYMENTS TO BE MADE PURSUANT TO THIS
SECTION 5 WOULD NOT BE DEDUCTIBLE BY THE COMPANY AS "EXCESS PARACHUTE PAYMENTS"
UNDER SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), THE PAYMENT TO YOU PURSUANT TO SUBSECTION (II), ABOVE, SHALL BE REDUCED
SO THAT NO PORTION OF THE PAYMENTS MADE PURSUANT TO THIS SECTION 5 WOULD BE
"EXCESS PARACHUTE PAYMENTS" WITHIN THE MEANING OF THE CODE, IT BEING THE
COMPANY'S INTENT THAT YOU RECEIVE THE MAXIMUM AMOUNT TO WHICH YOU ARE ENTITLED,
BUT THAT NO PORTION OF THE PAYMENTS TO YOU BE SUBJECT TO INCOME TAX TREATMENT AS
AN "EXCESS PARACHUTE PAYMENT" UNDER THE CODE.
DETERMINATIONS WHETHER THE
PAYMENTS WOULD BE "EXCESS PARACHUTE PAYMENTS" AND THE AMOUNT OF REDUCTION WHICH
AVOIDS THE RESULTING ADVERSE INCOME TAX TREATMENT SHALL BE MADE IN WRITING BY
RECOGNIZED TAX COUNSEL SELECTED BY THE COMPANY AND REASONABLY ACCEPTABLE TO YOU.
D.
RELATED BENEFITS.
UNLESS YOU DIE OR YOUR EMPLOYMENT IS
TERMINATED BY COMPANY FOR CAUSE, OR BY YOU OTHER THAN FOR GOOD REASON, THE
COMPANY SHALL MAINTAIN IN FULL FORCE AND EFFECT.
FOR THE CONTINUED BENEFIT OF
YOU FOR ONE YEAR AFTER THE DATE OF TERMINATION, ALL EMPLOYEE HEALTH, MEDICAL,
DISABILITY, AND LIFE INSURANCE BENEFIT PLANS AND PROGRAMS OR ARRANGEMENTS IN
WHICH YOU WERE ENTITLED TO PARTICIPATE IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION PROVIDED THAT YOUR CONTINUED PARTICIPATION IS POSSIBLE UNDER THE
GENERAL TERMS AND PROVISIONS OF SUCH PLANS AND PROGRAMS; PROVIDED, HOWEVER, THAT
IF