AND BENEFICIARIES, THE
DISABILITY, MEDICAL, DENTAL AND HOSPITALIZATION
3
BENEFITS PROVIDED TO THE EXECUTIVE IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION.
THE COVERAGE AND BENEFITS (INCLUDING DEDUCTIBLES AND COSTS)
PROVIDED IN THIS SECTION 4(D) SHALL BE NO LESS FAVORABLE TO THE EXECUTIVE AND
HIS OR HER DEPENDANTS AND BENEFICIARIES, THAN THE COVERAGE AND BENEFITS PROVIDED
TO EXECUTIVE IMMEDIATELY PRIOR TO HIS TERMINATION.
THE COMPANY'S OBLIGATION
HEREUNDER WITH RESPECT TO THE FOREGOING BENEFITS SHALL BE LIMITED TO THE EXTENT
THAT THE EXECUTIVE OBTAINS ANY SUCH BENEFITS PURSUANT TO A SUBSEQUENT EMPLOYER'S
BENEFIT PLANS, IN WHICH CASE THE COMPANY MAY REDUCE THE COVERAGE OF ANY BENEFITS
IT IS REQUIRED TO PROVIDE THE EXECUTIVE HEREUNDER SO LONG AS THE AGGREGATE
COVERAGE AND BENEFITS OF THE COMBINED BENEFIT PLANS IS NO LESS FAVORABLE TO THE
EXECUTIVE THAN THE COVERAGES AND BENEFITS REQUIRED TO BE PROVIDED HEREUNDER.
THIS SUBSECTION (D) SHALL NOT BE INTERPRETED SO AS TO LIMIT ANY BENEFITS TO
WHICH THE EXECUTIVE, HIS OR HER DEPENDANTS OR BENEFICIARIES MAY OTHERWISE BE
ENTITLED UNDER ANY OF THE COMPANY'S EMPLOYEE BENEFIT PLANS, PROGRAMS OR
PRACTICES FOLLOWING THE TERMINATION OF EMPLOYMENT OF THE EXECUTIVE, INCLUDING
WITHOUT LIMITATION, ANY APPLICABLE RETIREE MEDICAL AND LIFE INSURANCE BENEFITS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL OF EXECUTIVE'S RIGHTS TO
SALARY, BONUSES, EMPLOYEE BENEFITS AND OTHER COMPENSATION HEREUNDER WHICH WOULD
HAVE ACCRUED OR BECOME PAYABLE AFTER THE TERMINATION OR EXPIRATION OF THE
EMPLOYMENT PERIOD SHALL CEASE UPON SUCH TERMINATION OR EXPIRATION, OTHER THAN
THOSE EXPRESSLY REQUIRED UNDER APPLICABLE LAW (SUCH AS COBRA).
THE COMPANY MAY
OFFSET ANY AMOUNTS EXECUTIVE OWES IT OR ITS SUBSIDIARIES AGAINST ANY AMOUNTS IT
OR ITS SUBSIDIARIES OWES EXECUTIVE HEREUNDER.
(E)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN WITH RESPECT TO
EXECUTIVE ONE OR MORE OF THE FOLLOWING:
(I) A MATERIAL BREACH OF THIS AGREEMENT
BY EXECUTIVE; PROVIDED, THAT IF SUCH BREACH IS CAPABLE OF BEING CURED, EXECUTIVE
SHALL BE PROVIDED 15 DAYS NOTICE TO CURE SUCH BREACH, (II) A BREACH OF
EXECUTIVE'S DUTY OF LOYALTY TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY ACT
OF DISHONESTY OR FRAUD WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
(III) THE COMMISSION BY EXECUTIVE OF A FELONY, A CRIME INVOLVING MORAL TURPITUDE
OR OTHER ACT OR OMISSION CAUSING MATERIAL HARM TO THE STANDING AND REPUTATION OF
THE COMPANY AND ITS SUBSIDIARIES, (IV) REPORTING TO WORK UNDER THE INFLUENCE OF
ALCOHOL OR ILLEGAL DRUGS, THE USE OF ILLEGAL DRUGS (WHETHER OR NOT AT THE
WORKPLACE) OR OTHER REPEATED CONDUCT CAUSING THE COMPANY OR ANY OF ITS
SUBSIDIARIES SUBSTANTIAL PUBLIC DISGRACE OR DISREPUTE OR ECONOMIC HARM, OR
(V) ANY ACT OR OMISSION AIDING OR ABETTING A COMPETITOR, SUPPLIER OR CUSTOMER OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES TO THE MATERIAL DISADVANTAGE OR DETRIMENT
OF THE COMPANY AND ITS SUBSIDIARIES.
(F)
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN
EXECUTIVE'S INABILITY TO PERFORM THE ESSENTIAL DUTIES, RESPONSIBILITIES AND
FUNCTIONS OF HIS POSITION WITH THE COMPANY AND ITS SUBSIDIARIES AS A RESULT OF
ANY MENTAL