period.
If you choose not to sign and return this letter agreement by [Insert Date], or
if you timely revoke your acceptance in writing, you shall not receive any
severance benefits from the Company.
You will, however, receive payment on your
Termination Date, as defined below, for your final wages and any unused vacation
time accrued through the Termination Date.
Also, regardless of signing this
letter agreement, you may elect to continue receiving group medical insurance
pursuant to the federal "COBRA" law, 29 U.S.C. § 1161 et seq.
All premium costs
for "COBRA" shall be paid by you on a monthly basis for as long as, and to the
extent that, you remain eligible for COBRA continuation.
You should consult the
COBRA materials to be provided by the Company for details regarding these
benefits.
All other benefits will cease upon your Termination Date in
accordance with the plan documents.
The following numbered paragraphs set forth the terms and conditions that will
apply if you timely sign and return this letter agreement and do not revoke it
in writing within the seven (7) day revocation period.
1
1.
TERMINATION DATE - YOUR EFFECTIVE DATE OF TERMINATION FROM THE COMPANY
IS [INSERT DATE] (THE "TERMINATION DATE").
2.
DESCRIPTION OF SEVERANCE BENEFITS - IF YOU TIMELY SIGN AND RETURN THIS
LETTER AGREEMENT AND DO NOT REVOKE YOUR ACCEPTANCE, THE COMPANY SHALL PROVIDE
YOU WITH THE FOLLOWING SEVERANCE BENEFITS PURSUANT TO PARAGRAPH 4(B) OF THE
EMPLOYMENT AGREEMENT:
(A)
THE COMPANY WILL PAY YOU SEVERANCE PAY AT YOUR CURRENT BASE SALARY RATE
FOR 12 MONTHS FOLLOWING THE TERMINATION DATE (THE "SEVERANCE PAY PERIOD").
THIS
SEVERANCE PAY WILL BE PAID IN EQUAL INSTALLMENTS IN ACCORDANCE WITH THE
COMPANY'S NORMAL PAYROLL PROCEDURES BUT IN NO EVENT WILL COMMENCE EARLIER THAN
THE EIGHTH (8TH) DAY AFTER EXECUTION OF THIS LETTER AGREEMENT.
(B)
EFFECTIVE AS OF THE TERMINATION DATE, YOU SHALL BE CONSIDERED TO HAVE
ELECTED TO CONTINUE RECEIVING GROUP MEDICAL AND DENTAL INSURANCE PURSUANT TO THE
FEDERAL "COBRA" LAW, 29 U.S.C. § 1161 ET SEQ.
DURING THE SEVERANCE PAY PERIOD,
THE COMPANY SHALL CONTINUE TO PAY THE SHARE OF THE PREMIUM FOR SUCH COVERAGE
THAT IS PAID BY THE COMPANY FOR ACTIVE AND SIMILARLY-SITUATED EMPLOYEES WHO
RECEIVE THE SAME TYPE OF COVERAGE.
THE REMAINING BALANCE OF ANY PREMIUM COSTS,
AND ALL PREMIUM COSTS AFTER THE SEVERANCE PAY PERIOD, SHALL BE PAID BY YOU ON A
MONTHLY BASIS FOR AS LONG AS, AND TO THE EXTENT THAT, YOU REMAIN ELIGIBLE FOR
COBRA CONTINUATION.
YOU SHOULD CONSULT THE COBRA MATERIALS TO BE PROVIDED BY
THE COMPANY FOR DETAILS REGARDING THESE BENEFITS.
3.
RELEASE - IN CONSIDERATION OF THE PAYMENT OF THE SEVERANCE BENEFITS,
WHICH YOU ACKNOWLEDGE YOU WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE, YOU HEREBY
RELEASE AND FOREVER DISCHARGE AS OF THE DATE HEREOF (ON BEHALF OF YOURSELF, AND
YOUR HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS) THE COMPANY AND ITS
AFFILIATES AND ALL PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS,
REPRESENTATIVES, EMPLOYEES, EMPLOYEE BENEFIT PLANS AND PLAN FIDUCIARIES,
SUCCESSORS AND