CORPORATION
SHALL PAY OR PROVIDE OFFICER (IN ADDITION TO THE PAYMENTS AND ENTITLEMENTS IN
SECTION 4(A)) THE FOLLOWING BENEFITS, SUBJECT TO TAX WITHHOLDING AND OTHER
AUTHORIZED DEDUCTIONS:
(I)
CORPORATION SHALL PAY OFFICER, AT THE TIME SPECIFIED IN
SECTION 4(E), A LUMP SUM CASH AMOUNT EQUAL TO OFFICER'S TARGET BONUS FOR THE
YEAR IN WHICH THE DATE OF TERMINATION OCCURS, PRO-RATED BASED ON THE NUMBER OF
DAYS IN SUCH YEAR THAT HAD ELAPSED AS OF THE DATE OF TERMINATION.
(II)
CORPORATION SHALL PAY TO OFFICER, AT THE TIME SPECIFIED IN
SECTION 4(E), A LUMP SUM CASH SEVERANCE PAYMENT EQUAL TO THE SUM OF (X) THREE
(3) TIMES OFFICER'S BASE SALARY (AT THE GREATER OF THE HIGHEST ANNUALIZED RATE
IN EFFECT IN THE YEAR PRECEDING THE DATE OF TERMINATION OR THE YEAR IN WHICH THE
DATE OF TERMINATION OCCURS), PLUS (Y) THREE (3) TIMES THE GREATER OF OFFICER'S
TARGET BONUS FOR THE YEAR IN WHICH THE DATE OF TERMINATION OCCURS OR THE HIGHEST
ANNUAL BONUS RECEIVED BY OFFICER IN THE THREE (3) YEARS IMMEDIATELY PRIOR TO THE
CHANGE IN CONTROL (FOR PURPOSES OF THE FOREGOING CLAUSE, CORPORATION AND OFFICER
HEREBY AGREE
9
THAT OFFICER'S ANNUAL BONUSES FOR THE YEARS 2002, 2003 AND 2004 WERE $100,000,
$1 MILLION, AND $1 MILLION, RESPECTIVELY).
(III)
FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE DATE OF
TERMINATION, CORPORATION SHALL CONTINUE TO PROVIDE OFFICER AND OFFICER'S
ELIGIBLE FAMILY MEMBERS, BASED ON THE COST SHARING ARRANGEMENT BETWEEN OFFICER
AND CORPORATION ON THE DATE OF THE CHANGE IN CONTROL, WITH MEDICAL AND DENTAL
HEALTH BENEFITS AT LEAST EQUAL IN THE AGGREGATE TO THOSE WHICH WOULD HAVE BEEN
PROVIDED TO OFFICER AND OFFICER'S ELIGIBLE FAMILY MEMBERS IF OFFICER'S
EMPLOYMENT HAD NOT BEEN TERMINATED OR, IF MORE FAVORABLE TO OFFICER, AS IN
EFFECT GENERALLY AT ANY TIME THEREAFTER; PROVIDED, HOWEVER, THAT IF OFFICER
BECOMES RE-EMPLOYED WITH ANOTHER EMPLOYER AND HE AND HIS DEPENDENTS ARE ELIGIBLE
TO RECEIVE MEDICAL AND DENTAL HEALTH BENEFITS UNDER ANOTHER EMPLOYER'S PLANS,
CORPORATION'S OBLIGATIONS UNDER THIS SECTION 4(B)(III) SHALL BE REDUCED TO THE
EXTENT COMPARABLE BENEFITS WITH RESPECT TO OFFICER AND HIS DEPENDENTS ARE
ACTUALLY RECEIVED BY OFFICER FOLLOWING OFFICER'S TERMINATION, AND ANY SUCH
BENEFITS ACTUALLY RECEIVED BY OFFICER SHALL BE REPORTED TO CORPORATION.
IN THE
EVENT OFFICER AND HIS DEPENDENTS ARE OR BECOME INELIGIBLE UNDER THE TERMS OF
SUCH BENEFIT PLANS OR PROGRAMS TO CONTINUE TO BE SO COVERED THROUGH THE END OF
THE THREE-YEAR PERIOD FOLLOWING THE DATE OF TERMINATION, IN SUCH EVENT,
CORPORATION SHALL PROVIDE OFFICER AND HIS DEPENDENTS WITH SUBSTANTIALLY
EQUIVALENT COVERAGE THROUGH OTHER SOURCES OR SHALL PROVIDE OFFICER WITH A LUMP
SUM PAYMENT IN SUCH AMOUNT THAT, AFTER ALL TAXES ON THAT AMOUNT, SHALL BE EQUAL
TO THE COST TO OFFICER OF PROVIDING OFFICER SUCH BENEFIT COVERAGE UNTIL THE END
OF SUCH PERIOD.
THE LUMP SUM PAYMENT SHALL BE DETERMINED ON A PRESENT VALUE
BASIS USING THE INTEREST RATE PROVIDED IN SECTION 1274(B)(2)(B) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") ON THE DATE OF TERMINATION (THE