guaranty) to obtain the Fleet
Capital Corporation waiver.
If Fleet Capital Corporation does not waive any potential default under the
fixed charge and net worth covenants of the Credit Agreement, ARC shall pay
Hipp's remaining unpaid portion of stay-bonus as follows, less normal
withholding as required by law:
i.
$57,000 on June 30, 2002;
ii.
$57,000 on September 30, 2002; and
iii.
$114,000 on December 31, 2002.
D.
HIPP SHALL BE ENTITLED TO CONTINUE HIS
CURRENT GROUP HEALTH PLAN COVERAGE, WITHOUT PREMIUM CHARGE, IN ACCORDANCE WITH
HIS CURRENT GROUP HEALTH PLAN ELECTIONS
FOR THE TERM OF SEVERANCE PAYMENTS AS
PROVIDED IN SECTION 2(B) OF THIS AGREEMENT.
THEREAFTER, ARC SHALL PROVIDE HIPP
AND ANY "QUALIFIED BENEFICIARY" AS DEFINED IN SECTION 4980B(G)(1) OF THE
INTERNAL REVENUE CODE ("CODE')
WITH "CONTINUATION COVERAGE" AS DEFINED IN
SECTION 4980B(F)(2) OF THE CODE, WITHOUT PREMIUM CHARGE, UNTIL THE PERIOD OF
COVERAGE ENDS AS PROVIDED IN SECTION 4980B(F)(2)(B) OF THE CODE.
PRIOR TO THE
END OF THE COBRA CONTINUATION PERIOD, HIPP WILL APPLY FOR AN INDIVIDUAL
INSURANCE POLICY WITH AN INSURANCE COMPANY OF HIS CHOICE, SAID INDIVIDUAL
INSURANCE POLICY TO BE EFFECTIVE ONCE COBRA CONTINUATION HAS BEEN EXHAUSTED IN
FULL.
ARC WILL PAY THE PREMIUM COST OF INDIVIDUAL INSURANCE COVERAGE (NOT TO
EXCEED $25,000 PER YEAR) UNTIL THE DATE HIPP REACHES AGE 65 (AUGUST , 2007).
IN
THE EVENT HIPP IS DETERMINED TO BE UNINSURABLE, AND IS ISSUED WRITTEN NOTICE OF
SUCH BY THE INSURANCE COMPANY, HIPP MUST ENROLL IN THE STATE ALTERNATIVE
COVERAGE PROGRAM ESTABLISHED UNDER THE FEDERAL HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT OF 1996 (HIPAA), AND ARC WILL PAY THE PREMIUM FOR HIPAA
ALTERNATIVE STATE COVERAGE (NOT TO EXCEED $25,000 PER YEAR) UNTIL HIPP REACHES
AGE 65.
HIPP IS REQUIRED TO ENROLL IN EITHER INDIVIDUAL COVERAGE, IF AVAILABLE,
OR IN HIPAA ALTERNATIVE STATE COVERAGE PRIOR TO INCURRING A 63 DAY BREAK IN
COVERAGE, AS SPECIFIED UNDER HIPAA.
THE 63 DAY PERIOD BEGINS ON THE DAY
FOLLOWING THE LAST DAY OF COBRA CONTINUATION COVERAGE UNDER THIS AGREEMENT.
2
E.
ARC SHALL PAY TO HIPP IN ACCORDANCE
WITH ARC POLICY, ALL REIMBURSEMENTS FOR BUSINESS EXPENSES
INCURRED THROUGH THE
TERMINATION DATE, UPON SUBMISSION OF REPORTS IN ACCORDANCE WITH ARC PROCEDURES;
AND
If Hipp should die while any amounts are payable under this Agreement,
such
amounts shall be payable to Hipp's estate.
3.
HIPP AGREES THAT (EXCEPT IN CONNECTION WITH TAX REPORTING, OR
PURSUANT TO LEGAL PROCESS OR ANY LEGAL ACTION TO ENFORCE THE TERMS OF THIS
AGREEMENT), HE SHALL KEEP CONFIDENTIAL THE TERMS OF THIS AGREEMENT, EXCEPT FOR
DISCLOSURE TO IMMEDIATE FAMILY MEMBERS UNDER CONDITION OF CONFIDENTIALITY, AND
EXCEPT FOR INFORMATION WHICH ARC HAS FIRST DISCLOSED PURSUANT TO SEC RULES.
TRUTHFUL TESTIMONY PURSUANT TO LEGAL PROCESS SHALL NOT BE CONSIDERED A VIOLATION
OF THE FIRST SENTENCE OF THIS SECTION 3.
IN THE EVENT THAT HIPP WILL BE
REQUIRED PURSUANT TO LAW OR LEGAL PROCESS TO DISCLOSE ANY INFORMATION DESCRIBED
IN THE FIRST SENTENCE OF THIS SECTION 3, HIPP SHALL PROVIDE ARC WITH NOTICE
WITHIN 48 HOURS