LESS ANY AMOUNT OF ANY SUCH INCENTIVE BONUS ALREADY
PAID TO YOU IN YOUR YEAR OF TERMINATION, IF ANY.
THE PRO-RATED INCENTIVE BONUS
TO BE PAID PURSUANT TO THIS PARAGRAPH 7(B)(III) WILL BE PAID ONLY IF SENIOR
MANAGEMENT OF THE COMPANY ARE PAID A BONUS BASED ON ACHIEVEMENT OF GOALS AT OR
ABOVE TARGET FOR THE YEAR IN WHICH THE TERMINATION OCCURS, AND ANY BONUS WILL BE
PAID TO YOU AT THE SAME TIME AND MANNER AS THE BONUS IS PAID TO OTHER SENIOR
MANAGEMENT OF THE COMPANY; BUT PAYMENTS, IF ANY, MUST OCCUR WITHIN THE CALENDAR
YEAR IN WHICH THE RELEVANT COMPANY FISCAL YEAR ENDS.
(IV)
YOU WILL BE ELIGIBLE TO ELECT CONTINUED GROUP HEALTH AND LIFE
COVERAGE, INCLUDING MEDICAL AND DENTAL COVERAGE, AS OTHERWISE REQUIRED UNDER
APPLICABLE STATE CONTINUATION LAW AND THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1986, 29 U.S.C. §§ 1161-1168; 26 U.S.C. § 4980B(F), AS
AMENDED, AND ALL APPLICABLE REGULATIONS (REFERRED TO COLLECTIVELY AS "COBRA").
FOR THIS 12-MONTH PERIOD, THE COMPANY WILL CONTINUE TO PAY ITS SHARE OF THE
HEALTHCARE AND LIFE INSURANCE PREMIUMS FOR YOUR FAMILY COVERAGE AND YOU WILL BE
OBLIGATED TO PAY YOUR SHARE OF THE COST ASSOCIATED WITH THE COVERAGE AS IF YOU
WERE STILL ACTIVELY EMPLOYED BY THE COMPANY.
IF, DURING THE 12-MONTH PERIOD,
YOU BECOME EMPLOYED BY A THIRD PARTY AND ELIGIBLE FOR ANY HEALTH CARE OR LIFE
INSURANCE COVERAGE PROVIDED BY THAT THIRD PARTY, THE COMPANY WILL NOT,
THEREAFTER, BE OBLIGATED TO CONTINUE TO PAY THIS AMOUNT.
YOU WILL BE
RESPONSIBLE FOR THE FULL COST OF ANY HEALTH CARE OR LIFE INSURANCE COVERAGE
AFTER THE END OF THE 12 MONTHS.
IF, HOWEVER, ON THE DATE YOUR EMPLOYMENT
TERMINATES, MEDICAL AND DENTAL COVERAGE IS PROVIDED UNDER A PLAN THAT IS
"SELF-INSURED" FOR PURPOSES OF SECTION 105(H) OF THE CODE, THEN IN LIEU OF THE
COMPANY'S PREMIUM CONTRIBUTION, THE COMPANY WILL PAY YOU, IN A SINGLE LUMP SUM
WITHIN 30 DAYS OF THE DATE YOUR EMPLOYMENT TERMINATES, THE PRODUCT OF: (I) 12
TIMES (II) THE SUM OF: (A) THE MONTHLY PREMIUM COST FOR THESE LIFE, MEDICAL AND
DENTAL COVERAGES (BASED UPON THE COBRA RATES THEN IN EFFECT) LESS (B) YOUR
MONTHLY CONTRIBUTION OUT OF COMPENSATION FOR THESE COVERAGES THEN IN EFFECT.
(V)
THE COMPANY WILL PAY UP TO TEN PERCENT OF YOUR BASE SALARY FOR OUT
PLACEMENT COUNSELING TO YOU.
SUCH PAYMENTS WILL BE MADE EITHER DIRECTLY TO THE
COUNSELOR OR TO YOU WITHIN 30 DAYS AFTER PRESENTATION OF AN INVOICE FOR SERVICES
4
RENDERED OR TO BE RENDERED.
NO PAYMENT WILL BE MADE FOR SERVICES TO BE RENDERED
MORE THAN TWO YEARS AFTER THE DATE OF TERMINATION.
(C)
TERMINATION IN THE EVENT OF DEATH OR DISABILITY.
IF YOUR
EMPLOYMENT TERMINATES DUE TO YOUR DEATH OR IF THE COMPANY TERMINATES YOUR
EMPLOYMENT DUE TO INCAPACITY AT ANY TIME, THEN
(I)
THE COMPANY WILL CONTINUE TO PAY YOUR BASE SALARY TO YOUR ESTATE
OR TO YOU FOR THE REMAINDER OF THE MONTH IN WHICH YOUR DEATH OCCURS OR IN WHICH