PLANS AND PROGRAMS AND OTHER APPLICABLE PLANS
AND PROGRAMS OF THE COMPANY THEN IN EFFECT.
3.6
TERMINATION FOR CAUSE OR BY THE PARTICIPANT
WITHOUT GOOD REASON.
FOLLOWING A CHANGE IN CONTROL, IF A PARTICIPANT'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED EITHER BY THE COMPANY FOR CAUSE OR
VOLUNTARILY BY SUCH PARTICIPANT WITHOUT GOOD REASON, THE COMPANY WILL PAY THE
PARTICIPANT (A) ANY UNPAID COMPENSATION THROUGH THE DATE OF SUCH TERMINATION,
PLUS (B) ALL OTHER AMOUNTS TO WHICH THE PARTICIPANT IS ENTITLED UNDER ANY
COMPENSATION PLANS OF THE COMPANY, AT THE TIME SUCH PAYMENTS ARE DUE. THE
COMPANY WILL HAVE NO FURTHER OBLIGATIONS TO SUCH PARTICIPANT UNDER THIS PLAN.
3.7
NOTICE OF TERMINATION.
ANY TERMINATION OF A
PARTICIPANT'S EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY THE PARTICIPANT FOR GOOD
REASON WILL BE COMMUNICATED BY NOTICE OF TERMINATION TO SUCH PARTICIPANT OR THE
COMMITTEE, AS THE CASE MAY BE.
3.8
PAYMENT OF SEVERANCE BENEFITS.
THE
SEVERANCE BENEFITS DESCRIBED IN SECTIONS 3.2(A), (B) AND (E), SECTIONS 3.3(A),
(B) AND (C) AND SECTIONS 3.4(A), (B) AND (C) WILL BE PAID IN CASH TO A
PARTICIPANT IN A SINGLE LUMP SUM WITHIN 30 DAYS FOLLOWING THE DATE OF THE
QUALIFYING TERMINATION OF SUCH PARTICIPANT (OR, IF SUCH PARTICIPANT DIES BEFORE
PAYMENT IS MADE, TO THE PARTICIPANT'S DESIGNATED BENEFICIARIES OR ESTATE WITHIN
30 DAYS AFTER THE DATE OF SUCH PARTICIPANT'S DEATH).
SECTION 4.
RELEASE AND RESTRICTIVE COVENANTS
4.1
RELEASE.
THE SEVERANCE BENEFITS ARE IN
CONSIDERATION OF A PARTICIPANT'S RELEASE OF ALL CLAIMS AGAINST THE COMPANY
PURSUANT TO AN AGREEMENT WITH TERMS SUBSTANTIALLY SIMILAR TO THE TERMS OF THE
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS SET FORTH AS EXHIBIT A TO
THIS PLAN (THE "RELEASE"). IF A PARTICIPANT DOES NOT EXECUTE THE RELEASE OR IF
HE OR SHE EFFECTIVELY REVOKES IT, THE PARTICIPANT WILL NOT BE ENTITLED TO ANY
SEVERANCE BENEFITS.
4.2
RESTRICTIVE COVENANTS.
THE COMPANY'S
OBLIGATION TO PROVIDE THE SEVERANCE BENEFITS TO A PARTICIPANT WILL BE
CONDITIONED ON THE PARTICIPANT'S CONTINUING COMPLIANCE WITH THE CONFIDENTIALITY
AND NON-DISPARAGEMENT, NON-COMPETITION AND NON-SOLICITATION COVENANTS SET FORTH
IN THE RELEASE.
4.3
SERVICES OF PARTICIPANT.
THE COMPANY'S
OBLIGATION TO PROVIDE THE SEVERANCE BENEFITS TO A PARTICIPANT WILL BE
CONDITIONED UPON THE PARTICIPANT'S CONTINUING COMPLIANCE WITH THE COVENANTS TO
PROVIDE SERVICES TO THE COMPANY SET FORTH IN THE RELEASE.
11
SECTION 5.
TRUST
5.1
ESTABLISHMENT OF TRUST.
AT ANY TIME BUT IN
NO EVENT LATER THAN THE DATE OF A CHANGE IN CONTROL, THE COMPANY WILL ESTABLISH
A TRUST FUND (THE "TRUST") FOR THE BENEFIT OF THE PARTICIPANTS TO SECURE THE
SEVERANCE BENEFITS TO BE PROVIDED UNDER THIS PLAN. THE COMPANY WILL FUND THE
TRUST WITH CASH OR WITH A LETTER OF CREDIT NOT LATER THAN SUCH DATE OF THE
CHANGE IN CONTROL, OR SUCH EARLIER DATE IF AUTHORIZED BY THE COMMITTEE.
NOTWITHSTANDING THE FOREGOING, ANY OBLIGATIONS OWED BY THE COMPANY UNDER THIS
PLAN ARE UNFUNDED AND UNSECURED LIABILITIES OF THE COMPANY. IN THE EVENT OF THE
COMPANY'S INSOLVENCY OR BANKRUPTCY, THE ASSETS OF THE TRUST WILL BE TREATED