ADDITION TO ANY EARNED, ACCRUED OR
VESTED OBLIGATION TO WHICH YOU MAY BE ENTITLED UNDER ANY EMPLOYEE BENEFIT PLAN
OF THE COMPANY:
(I)
IF SUCH TERMINATION OCCURS PRIOR TO
PAYMENT OF THE 2008 BONUS AND/OR THE 2009 BONUS, EACH OF THE 2008 BONUS AND/OR
THE 2009 BONUS (AS APPLICABLE), PAYABLE AT THE SAME TIME SUCH BONUSES WOULD HAVE
OTHERWISE BEEN PAID HAD YOU REMAINED EMPLOYED WITH THE COMPANY THROUGH THE
APPLICABLE DATE OF PAYMENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4
HEREOF;
(II)
AN AMOUNT EQUAL TO YOUR MONTHLY BASE
SALARY RATE AS IN EFFECT ON THE DATE OF TERMINATION (BUT NOT AS AN EMPLOYEE),
WHICH WOULD CONTINUE TO BE PAID MONTHLY FOR A PERIOD OF TWELVE (12) MONTHS
FOLLOWING SUCH TERMINATION; PROVIDED THAT THE FIRST PAYMENT WILL BE MADE ON THE
FIRST PAYROLL PERIOD AFTER THE SIXTIETH (60TH) DAY FOLLOWING SUCH TERMINATION
AND WILL INCLUDE PAYMENT OF ANY AMOUNTS THAT WOULD OTHERWISE BE DUE PRIOR
THERETO; AND
(III)
SUBJECT TO (A) YOUR TIMELY ELECTION OF CONTINUATION COVERAGE
UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED
("COBRA"), (B) YOUR CONTINUED COPAYMENT OF PREMIUMS AT THE SAME LEVEL AND COST
TO YOU AS IF YOU WERE AN EMPLOYEE OF THE COMPANY (EXCLUDING, FOR PURPOSES OF
CALCULATING COST, AN EMPLOYEE'S ABILITY TO PAY PREMIUMS WITH PRE-TAX DOLLARS),
AND (C) CONTINUED PARTICIPATION IN THE COMPANY'S GROUP HEALTH PLAN (TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW AND THE TERMS OF SUCH PLAN) WHICH COVERS
YOU FOR A PERIOD OF TWELVE (12) MONTHS AT THE COMPANY'S EXPENSE, PROVIDED THAT
YOU ARE ELIGIBLE AND REMAIN ELIGIBLE FOR COBRA COVERAGE; AND PROVIDED, FURTHER,
THAT IN THE EVENT THAT YOU OBTAIN OTHER EMPLOYMENT THAT OFFERS GROUP HEALTH
BENEFITS, SUCH CONTINUATION OF COVERAGE BY THE COMPANY UNDER THIS SECTION WILL
IMMEDIATELY CEASE.
2
Payments and benefits provided in this section will be in lieu of any
termination or severance payments or benefits for which you may be eligible
under any of the plans, policies or programs of the Company or under applicable
law.
In the event that your employment with the Company terminates for any
reason other than as specified in this Section 7, you will not be entitled to
the severance benefits described in this Section 7 (other than any earned,
accrued or vested obligation to which you may be entitled under any employee
benefit plan of the Company).
8.
RELEASE; NO MITIGATION.
ANY AND ALL
AMOUNTS PAYABLE AND BENEFITS OR ADDITIONAL RIGHTS PROVIDED PURSUANT TO SECTION 7
HEREOF (OTHER THAN ANY EARNED, ACCRUED OR VESTED OBLIGATION TO WHICH YOU MAY BE
ENTITLED UNDER ANY EMPLOYEE BENEFIT PLAN OF THE COMPANY) WILL ONLY BE PAYABLE IF
YOU DELIVER TO THE COMPANY AND DO NOT REVOKE A GENERAL RELEASE OF CLAIMS IN
FAVOR OF THE COMPANY IN A FORM REASONABLY SATISFACTORY TO THE COMPANY.
SUCH
RELEASE MUST BE EXECUTED AND DELIVERED (AND NO LONGER SUBJECT TO REVOCATION, IF
APPLICABLE) WITHIN SIXTY (60) DAYS FOLLOWING TERMINATION.
IN NO EVENT WILL YOU
BE OBLIGATED TO SEEK