SUCH OTHER PLAN DURING SUCH APPLICABLE PERIOD OF ELIGIBILITY.
THE RECEIPT
OF THE HEALTH CARE BENEFITS SHALL BE CONDITIONED UPON THE EXECUTIVE CONTINUING
TO PAY THE MONTHLY PREMIUM AS IN EFFECT AT THE COMPANY FROM TIME TO TIME FOR
COVERAGE PROVIDED TO FORMER EMPLOYEES UNDER SECTION 4980B OF THE CODE IN RESPECT
OF THE MAXIMUM LEVEL OF COVERAGE THAT THE EXECUTIVE COULD OTHERWISE ELECT TO
RECEIVE FOR THE EXECUTIVE, HIS SPOUSE AND ELIGIBLE DEPENDENTS IF THE EXECUTIVE
WERE STILL AN EMPLOYEE OF THE COMPANY DURING THE BENEFITS PERIOD (I.E., SINGLE,
SINGLE PLUS ONE, OR FAMILY) (THE "APPLICABLE COBRA PREMIUM") REGARDLESS OF WHAT
LEVEL OF COVERAGE IS
9
ACTUALLY ELECTED.
DURING THE PORTION OF THE BENEFITS PERIOD IN WHICH THE
EXECUTIVE, HIS SPOUSE AND HIS ELIGIBLE DEPENDENTS CONTINUE TO RECEIVE COVERAGE
UNDER THE COMPANY'S HEALTH CARE BENEFITS PLANS, THE COMPANY SHALL PAY TO THE
EXECUTIVE A MONTHLY AMOUNT EQUAL TO THE EXCESS OF (X) THE APPLICABLE COBRA
PREMIUM OVER (Y) THE MONTHLY EMPLOYEE CONTRIBUTION RATE THAT IS PAID BY COMPANY
EMPLOYEES GENERALLY FOR THE SAME OR SIMILAR COVERAGE, AS IN EFFECT FROM TIME TO
TIME (AND WHICH AMOUNT SHALL IN NO EVENT BE GREATER THAN THE EMPLOYEE
CONTRIBUTION RATE FOR THE APPLICABLE LEVEL OF COVERAGE AS IN EFFECT IMMEDIATELY
PRIOR TO THE EFFECTIVE DATE), WHICH PAYMENT SHALL BE PAID IN ADVANCE ON THE
FIRST PAYROLL DAY OF EACH MONTH, COMMENCING WITH THE MONTH IMMEDIATELY FOLLOWING
THE EXECUTIVE'S DATE OF TERMINATION.
THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO ENSURE THAT, FOLLOWING THE END OF THE BENEFIT PERIOD, THE EXECUTIVE
SHALL BE ELIGIBLE TO ELECT CONTINUED HEALTH COVERAGE PURSUANT TO SECTION 4980B
OF THE CODE OR OTHER APPLICABLE LAW ("COBRA COVERAGE"), AS IF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY HAD TERMINATED AS OF THE END OF SUCH PERIOD.
FOR
PURPOSES OF DETERMINING ELIGIBILITY (BUT NOT THE TIME OF COMMENCEMENT OF
BENEFITS) OF THE EXECUTIVE FOR RETIREE WELFARE BENEFITS PURSUANT TO THE
COMPANY'S RETIREE WELFARE BENEFIT PLANS, IF ANY, THE EXECUTIVE SHALL BE
CONSIDERED TO HAVE REMAINED EMPLOYED UNTIL THE END OF THE BENEFIT PERIOD AND TO
HAVE RETIRED ON THE LAST DAY OF SUCH PERIOD.
IN ORDER TO COMPLY WITH
SECTION 409A OF THE CODE, (I) THE AMOUNT OF BENEFITS THAT THE COMPANY IS
OBLIGATED TO PROVIDE UNDER THIS SECTION 5(A)(3) IN ANY GIVEN CALENDAR YEAR SHALL
NOT AFFECT THE AMOUNT OF SUCH BENEFITS THAT THE COMPANY IS OBLIGATED TO PAY IN
ANY OTHER CALENDAR YEAR; AND (II) THE EXECUTIVE'S RIGHT TO HAVE THE COMPANY
PROVIDE SUCH BENEFITS MAY NOT BE LIQUIDATED OR EXCHANGED FOR ANY OTHER BENEFIT;
AND
(4)
THE COMPANY SHALL, AT ITS SOLE EXPENSE AS
INCURRED, PROVIDE THE EXECUTIVE WITH OUTPLACEMENT SERVICES THE SCOPE AND
PROVIDER OF WHICH SHALL BE SELECTED BY THE EXECUTIVE IN THE EXECUTIVE'S SOLE
DISCRETION, PROVIDED THAT SUCH OUTPLACEMENT BENEFITS SHALL END NOT LATER THAN
THE LAST DAY OF THE SECOND CALENDAR YEAR THAT BEGINS AFTER THE DATE OF
TERMINATION; AND
(5)
EXCEPT AS OTHERWISE SET FORTH IN THE LAST
SENTENCE OF SECTION