THE APPLICABLE BENEFIT PERIOD, THE
COMPANY SHALL ARRANGE TO PROVIDE THE PARTICIPANT AND HIS OR HER DEPENDENTS WITH
HEALTH BENEFITS (INCLUDING MEDICAL AND DENTAL) AND LIFE INSURANCE BENEFITS
SUBSTANTIALLY SIMILAR TO THOSE PROVIDED TO THE
8
PARTICIPANT AND HIS OR HER DEPENDENTS IMMEDIATELY PRIOR TO THE DATE OF SUCH
TERMINATION OF EMPLOYMENT OR SHALL REIMBURSE THE PARTICIPANT FOR THE COST OF
OBTAINING SUCH BENEFITS TO THE EXTENT DESCRIBED BELOW.
SUCH BENEFITS SHALL BE
PROVIDED TO THE PARTICIPANT AT THE SAME PREMIUM COST TO THE PARTICIPANT AND AT
THE SAME COVERAGE LEVEL AS IN EFFECT AS OF THE PARTICIPANT'S TERMINATION OF
EMPLOYMENT; PROVIDED, HOWEVER, THAT THE PARTICIPANT SHALL BE SUBJECT TO ANY
CHANGE IN THE PREMIUM COST AND/OR LEVEL OF COVERAGE APPLICABLE GENERALLY TO ALL
EMPLOYEES HOLDING THE POSITION OR COMPARABLE POSITION WITH THE COMPANY GROUP
WHICH THE PARTICIPANT HELD IMMEDIATELY PRIOR TO TERMINATION OF EMPLOYMENT.
THE
COMPANY MAY SATISFY ITS OBLIGATION TO PROVIDE A CONTINUATION OF HEALTH BENEFITS
BY PAYING THAT PORTION OF THE PARTICIPANT'S PREMIUMS REQUIRED UNDER COBRA THAT
EXCEEDS THE AMOUNT OF PREMIUMS THAT THE PARTICIPANT WOULD HAVE BEEN REQUIRED TO
PAY FOR CONTINUING COVERAGE HAD HE OR SHE CONTINUED IN EMPLOYMENT.
IF THE
COMPANY IS NOT REASONABLY ABLE TO CONTINUE SUCH COVERAGE UNDER THE COMPANY'S
HEALTH BENEFIT PLANS, THE COMPANY SHALL PROVIDE SUBSTANTIALLY EQUIVALENT
COVERAGE UNDER OTHER SOURCES OR WILL REIMBURSE (WITHOUT A TAX GROSS-UP) THE
PARTICIPANT FOR PREMIUMS (IN EXCESS OF THE PARTICIPANT'S PREMIUM COST DESCRIBED
ABOVE) INCURRED BY THE PARTICIPANT TO OBTAIN HIS OR HER OWN SUCH COVERAGE.
IF
THE PARTICIPANT AND/OR THE PARTICIPANT'S DEPENDENTS BECOME ELIGIBLE TO RECEIVE
SUCH COVERAGE UNDER ANOTHER EMPLOYER'S HEALTH BENEFIT PLANS DURING THE
APPLICABLE BENEFIT PERIOD, THE PARTICIPANT SHALL REPORT SUCH ELIGIBILITY TO THE
COMPANY, AND THE COMPANY'S OBLIGATIONS UNDER THIS SUBSECTION SHALL BE SECONDARY
TO THE COVERAGE PROVIDED BY SUCH OTHER EMPLOYER'S PLANS.
FOR THE BALANCE OF ANY
PERIOD IN EXCESS OF THE APPLICABLE BENEFIT PERIOD DURING WHICH THE PARTICIPANT
IS ENTITLED TO CONTINUATION COVERAGE UNDER COBRA, THE PARTICIPANT SHALL BE
ENTITLED TO MAINTAIN COVERAGE FOR HIMSELF OR HERSELF AND THE PARTICIPANT'S
ELIGIBLE DEPENDENTS AT THE PARTICIPANT'S OWN EXPENSE.
(3)
OUTPLACEMENT BENEFITS.
SUBJECT TO SECTION 6.2, FOR THE PERIOD
COMMENCING IMMEDIATELY FOLLOWING THE PARTICIPANT'S TERMINATION OF EMPLOYMENT AND
CONTINUING FOR A PERIOD OF SIX (6) MONTHS, THE COMPANY WILL PROVIDE THE
PARTICIPANT WITH REASONABLE OUTPLACEMENT SERVICES FROM VENDORS DESIGNATED BY THE
COMPANY.
(4)
ACCELERATION OF VESTING OF EQUITY AWARDS.
(I)
SERVICE-BASED EQUITY AWARDS.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY CONTAINED IN ANY PLAN OR AGREEMENT EVIDENCING A SERVICE-BASED
EQUITY AWARD, BUT SUBJECT TO SECTION 6.2 AND SUBSECTIONS (IV) AND (V) BELOW,
EACH OF THE PARTICIPANT'S SERVICE-BASED EQUITY AWARDS OUTSTANDING AT THE TIME OF
THE PARTICIPANT'S TERMINATION OF EMPLOYMENT WITH THE COMPANY GROUP SHALL VEST
EFFECTIVE AS OF THE TIME OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT TO THE
SAME EXTENT THAT SUCH EQUITY AWARD WOULD HAVE VESTED IN ACCORDANCE WITH ITS
TERMS OVER THE PERIOD OF EIGHTEEN (18) MONTHS FOLLOWING THE DATE OF THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT