(II)
IN ADDITION TO THE ACCRUED OBLIGATIONS, PROVIDED THAT THE
EXECUTIVE EXECUTES A GENERAL RELEASE AND WAIVER OF CLAIMS SUBSTANTIALLY IN THE
FORM ATTACHED HERETO AS EXHIBIT B (AS SUCH FORM MAY BE UPDATED TO REFLECT
CHANGES IN LAW, THE "RELEASE") WITHIN FORTY-FIVE (45) DAYS AFTER THE EXECUTIVE'S
SEPARATION FROM SERVICE AND DOES NOT REVOKE SUCH RELEASE, AND FURTHER SUBJECT TO
SECTION 12 BELOW, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE FOLLOWING
PAYMENTS AND BENEFITS (THE "SEVERANCE"):
(A)
A PAYMENT EQUAL TO 1.5 TIMES THE SUM OF (1) THE EXECUTIVE'S BASE
SALARY AS IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF TERMINATION, PLUS (2) THE
AVERAGE OF THE EXECUTIVE'S ANNUAL BONUSES EARNED (INCLUDING ANY AMOUNTS
DEFERRED) DURING THE TWO YEARS IMMEDIATELY PRECEDING THE DATE OF TERMINATION (OR
IN THE EVENT THAT THE EXECUTIVE HAS NOT BEEN EMPLOYED FOR TWO YEARS, THEN THE
AVERAGE OF THE ANNUAL BONUS EARNED FOR THE FIRST YEAR (IF COMPLETED) AND THE
FORECASTED BONUS FOR THE CURRENT YEAR BASED ON PERFORMANCE PARAMETERS AS
DESCRIBED IN SECTION 3(B)(II) HEREOF THROUGH THE DATE OF TERMINATION,
EXTRAPOLATED THROUGH THE END OF SUCH YEAR) (IN EITHER CASE, THE "BONUS AMOUNT"),
PAYABLE NO LATER THAN SIXTY DAYS AFTER THE DATE ON WHICH THE EXECUTIVE INCURS A
SEPARATION FROM SERVICE;
(B)
FOR A PERIOD OF EIGHTEEN MONTHS FOLLOWING THE DATE ON WHICH THE
EXECUTIVE INCURS A SEPARATION FROM SERVICE, BUT IN NO EVENT LONGER THAN THE
PERIOD OF TIME DURING WHICH THE EXECUTIVE WOULD BE ENTITLED TO CONTINUATION
COVERAGE UNDER CODE SECTION 4980B ABSENT THIS PROVISION (THE "COBRA PERIOD"),
THE EXECUTIVE AND THE EXECUTIVE'S ELIGIBLE DEPENDENTS SHALL CONTINUE TO BE
PROVIDED WITH MEDICAL,
6
PRESCRIPTION AND DENTAL BENEFITS AT THE LEVELS IN EFFECT IMMEDIATELY PRIOR TO
THE DATE OF TERMINATION AT THE SAME COST TO THE EXECUTIVE AS IMMEDIATELY PRIOR
TO THE DATE OF TERMINATION, PROVIDED THAT THE EXECUTIVE PROPERLY ELECTS
CONTINUATION HEALTHCARE COVERAGE UNDER CODE SECTION 4980B; FOLLOWING SUCH
CONTINUATION PERIOD, ANY FURTHER CONTINUATION OF SUCH COVERAGE UNDER APPLICABLE
LAW SHALL BE AT THE EXECUTIVE'S SOLE EXPENSE.
NOTWITHSTANDING THE FOREGOING,
THE EXECUTIVE AND HIS DEPENDENTS SHALL CEASE TO RECEIVE SUCH MEDICAL,
PRESCRIPTION AND DENTAL BENEFITS ON THE DATE THAT THE EXECUTIVE BECOMES ELIGIBLE
TO RECEIVE BENEFITS UNDER ANOTHER EMPLOYER-PROVIDED GROUP HEALTH PLAN;
(C)
ANY UNPAID ANNUAL BONUS THAT WOULD HAVE BECOME PAYABLE TO THE
EXECUTIVE PURSUANT TO SECTION 3(B)(II) HEREOF IN RESPECT OF ANY CALENDAR YEAR
THAT ENDS ON OR BEFORE THE DATE OF TERMINATION, HAD THE EXECUTIVE REMAINED
EMPLOYED THROUGH THE PAYMENT DATE OF SUCH ANNUAL BONUS, PAYABLE IN THE CALENDAR
YEAR IN WHICH THE SEPARATION FROM SERVICE OCCURS, BUT IN NO EVENT LATER THAN THE
DATE IN SUCH CALENDAR YEAR ON WHICH ANNUAL BONUSES ARE PAID TO THE PEER
EXECUTIVES GENERALLY; AND
(D)
TO THE EXTENT NOT PREVIOUSLY VESTED AND CONVERTED INTO UNITS OR
FORFEITED, (1) THE RPUS SHALL VEST AND CONVERT INTO UNITS IN FULL UPON THE
EXECUTIVE'S SEPARATION FROM SERVICE; AND (2) THE CPUS SHALL VEST AND CONVERT
INTO UNITS ON A PRO RATA BASIS