SUM PAYMENT ON THE FIRST DAY OF THE SEVENTH (7TH) MONTH FOLLOWING
THE EXECUTIVE'S "SEPARATION FROM SERVICE," IF (1) SECTION 9.1 OF THIS AGREEMENT
SHALL APPLY AND (2) NO EXEMPTION FROM SECTION 409A OF THE CODE, AS MUTUALLY
DETERMINED BY THE COMPANY, COMPANY'S TAX COUNSEL, EXECUTIVE AND EXECUTIVE'S
4
TAX COUNSEL, SHALL OTHERWISE APPLY TO THE COMPANY'S PAYMENTS FOR COBRA COVERAGE
DURING SUCH SIX (6) MONTH PERIOD.
8.2.
Payments.
(A)
THE SEVERANCE BENEFITS WILL BE PAID LESS
REQUIRED DEDUCTIONS FOR STATE AND FEDERAL WITHHOLDING TAX, SOCIAL SECURITY AND
ALL OTHER EMPLOYMENT TAXES AS REQUIRED BY LAW.
THE ACCRUED OBLIGATIONS DEFINED
IN SECTION 10.1 WILL BE PAID IN A SINGLE LUMP SUM PAYMENT ON THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE OF TERMINATION, UNLESS OTHERWISE REQUIRED BY
LAW; PROVIDED THAT THE CONDITIONS TO RECEIVE THE SEVERANCE BENEFITS (SET FORTH
IN SECTION 8.5 OF THIS AGREEMENT ARE THEN SATISFIED.
THE SEVERANCE PAYMENT
DESCRIBED IN SECTION 8.1(B) WILL BE PAID IN EQUAL MONTHLY INSTALLMENTS FOR A
PERIOD OF TWELVE (12) MONTHS (THE "SEVERANCE PERIOD"), WITH THE FIRST SUCH
INSTALLMENT TO BE PAID ON THE FIRST DAY OF THE MONTH THAT COINCIDES WITH OR
FOLLOWS THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE OF TERMINATION.
(B)
IF A PAYMENT UNDER THIS AGREEMENT IS PAYABLE
TO A MINOR, TO A PERSON DECLARED INCOMPETENT, OR TO A PERSON INCAPABLE OF
HANDLING THE DISPOSITION OF HIS OR HER PROPERTY, THE COMPANY MAY PAY SUCH
BENEFIT TO THE GUARDIAN, LEGAL REPRESENTATIVE OR PERSON HAVING THE CARE OR
CUSTODY OF SUCH MINOR, INCOMPETENT PERSON OR INCAPABLE PERSON.
THE COMPANY MAY
REQUIRE PROOF OF INCOMPETENCE, MINORITY OR GUARDIANSHIP AS IT MAY DEEM
APPROPRIATE PRIOR TO DISTRIBUTION OF THE BENEFIT.
SUCH DISTRIBUTION SHALL
COMPLETELY DISCHARGE THE COMPANY FROM ALL LIABILITY WITH RESPECT TO SUCH
BENEFIT.
8.3.
Severance Benefits Upon Change of Control.
If, following or in connection with a Change of Control, (i) the Company
terminates Executive's employment without Cause, or (ii) Executive resigns as an
employee of the Company for Good Reason, the Company agrees to provide Executive
with the Change of Control Severance Benefits described in this Section 8.3 in
accordance with the payment schedule set forth in Section 8.4 below, provided
Executive agrees to comply with all of the conditions set forth in Section 8.5
below.
The "Change of Control Severance Benefits" will consist of:
(A)
ALL ACCRUED OBLIGATIONS (DEFINED BELOW);
(B)
A "CHANGE OF CONTROL SEVERANCE PAYMENT"
EQUAL TO THE SUM OF (I) TWELVE (12) MONTHS OF EXECUTIVE'S THEN IN EFFECT BASE
SALARY (OR, IF EXECUTIVE'S BASE SALARY HAS BEEN REDUCED WITHIN 60 DAYS OF THE
TERMINATION OR AT ANY TIME AFTER A CHANGE OF CONTROL, EXECUTIVE'S BASE SALARY IN
EFFECT PRIOR TO THE REDUCTION), PLUS (B) EXECUTIVE'S TARGET BONUS FOR THE
CURRENT YEAR OR FOR THE YEAR IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL,
WHICHEVER IS HIGHER; AND
(C)
UPON TERMINATION OF EMPLOYMENT, THE
EXECUTIVE WILL BE ALLOWED TO CONTINUE IN THE COMPANY'S GROUP HEALTH INSURANCE
PLAN AT THE EXECUTIVE'S