THE EXCISE TAX IMPOSED
UPON THE PAYMENTS. ANY RESTRICTED STOCK OR STOCK OPTIONS HELD BY EMPLOYEE AS OF
THE DATE HEREOF WILL BECOME FULLY VESTED AS OF THE DATE OF THE CHANGE IN
CONTROL.
NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, IF, ON THE DATE OF
TERMINATION, FARGO (OR ANY AFFILIATE WITHIN THE MEANING OF SECTION 409A OF THE
CODE) HAS STOCK THAT IS PUBLICLY TRADED ON AN ESTABLISHED SECURITIES MARKET OR
OTHERWISE (WITHIN THE MEANING OF SECTION 409A OF THE CODE), AND THE EXECUTIVE IS
A "SPECIFIED EMPLOYEE" (WITHIN THE
6
MEANING OF SECTION 409A OF THE CODE) AT THE TIME THE PAYMENT IS TO BE MADE TO
THE EXECUTIVE, THEN THE PAYMENT SHALL BE SUSPENDED AND NOT PAID UNTIL THE
EARLIER OF SIX (6) MONTHS FOLLOWING THE DATE OF TERMINATION, OR THE EMPLOYEE'S
DATE OF DEATH..
(B)
WELFARE AND OTHER BENEFITS. DURING THE
CONTINUATION PERIOD (AS DEFINED BELOW), THE COMPANY WILL:
(I)
(A) MAINTAIN GROUP HEALTH AND DENTAL
PLAN(S) AND (B) PROVIDE, OR ARRANGE TO PROVIDE, TO THE EXTENT SUCH POLICIES OR
COVERAGES CAN BE OBTAINED ON COMMERCIAL REASONABLE TERMS, THE SAME OR EQUIVALENT
ACCIDENTAL DEATH AND DISMEMBERMENT, SHORT AND LONG-TERM DISABILITY, LIFE
INSURANCE COVERAGES, AND ALL OTHER INSURANCE POLICIES AND HEALTH AND WELFARE
BENEFITS (OTHER THAN BENEFITS PURSUANT TO ANY CAFETERIA PLAN MAINTAINED BY THE
COMPANY PURSUANT TO SECTION 125 OF THE CODE), WHICH BY THEIR TERMS COVER THE
EMPLOYEE (AND THE EMPLOYEE'S FAMILY MEMBERS AND DEPENDENTS WHO WERE ELIGIBLE TO
BE COVERED AT ANY TIME DURING THE 90-DAY PERIOD IMMEDIATELY PRIOR TO THE DATE OF
THE CHANGE IN CONTROL FOR THE PERIOD AFTER THE CHANGE IN CONTROL IN WHICH SUCH
FAMILY MEMBERS AND DEPENDENTS WOULD OTHERWISE CONTINUE TO BE COVERED UNDER THE
TERMS OF THE PLAN IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL) UNDER
THE SAME TERMS AND AT THE SAME COST TO THE EMPLOYEE AND THE EMPLOYEE'S FAMILY
MEMBERS AND DEPENDENTS AS SIMILARLY SITUATED INDIVIDUALS WHO CONTINUE TO BE
EMPLOYED BY THE COMPANY (WITHOUT REGARD TO ANY REDUCTION IN SUCH BENEFITS THAT
CONSTITUTES GOOD REASON);
For purposes of this section, the "Continuation Period" is the period beginning
on the Employee's Date of Termination and ending on the last day of the 30th
month that begins after the Employee's Date of Termination
(C)
INDEMNIFICATION. FOLLOWING A CHANGE IN
CONTROL, THE COMPANY WILL INDEMNIFY AND ADVANCE EXPENSES TO THE EMPLOYEE FOR
DAMAGES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, JUDGMENTS, FINES,
PENALTIES, SETTLEMENTS AND REASONABLE FEES AND EXPENSES OF THE EMPLOYEE'S
COUNSEL) INCURRED IN CONNECTION WITH ALL MATTERS, EVENTS AND TRANSACTIONS
RELATING TO THE EMPLOYEE'S SERVICE TO OR STATUS WITH THE COMPANY OR ANY OTHER
CORPORATION, EMPLOYEE BENEFIT PLAN OR OTHER PERSON FOR WHICH THE EMPLOYEE SERVED
AT THE REQUEST OF THE COMPANY TO THE EXTENT THAT THE COMPANY WOULD HAVE BEEN
REQUIRED TO DO SO UNDER APPLICABLE LAW, CORPORATE ARTICLES, BYLAWS OR AGREEMENTS
OR INSTRUMENTS OF ANY NATURE WITH OR COVERING THE EMPLOYEE, AS IN EFFECT
IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL AND TO