REIMBURSEMENTS OF
EXPENSES THAT CONSTITUTE TAXABLE INCOME TO EXECUTIVE;
7
(D)
ALL UNPAID BENEFITS THAT HAVE BEEN EARNED BY OR VESTED IN
EXECUTIVE UNDER, AND SUBJECT TO THE TERMS OF, THE EMPLOYEE BENEFIT PLANS,
INSURANCE POLICIES, OR ARRANGEMENTS OF COMPANY IN WHICH EXECUTIVE PARTICIPATED
THROUGH THE TERMINATION DATE, PAID IN ACCORDANCE WITH THE TERMS OF THE EMPLOYEE
BENEFIT PLANS, INSURANCE POLICIES, OR ARRANGEMENTS UNDER WHICH SUCH AMOUNTS ARE
DUE TO EXECUTIVE; AND
(E)
AN AMOUNT EQUAL TO ALL ACCRUED AND UNUSED VACATION PAY, CALCULATED
IN ACCORDANCE WITH COMPANY'S VACATION POLICIES, PRACTICES, AND PROCEDURES,
EARNED BY EXECUTIVE THROUGH THE TERMINATION DATE, PAID IN ACCORDANCE WITH THE
TERMS OF COMPANY'S POLICIES, PRACTICES, AND PROCEDURES REGARDING VACATION PAY;
PROVIDED, HOWEVER, THAT SUCH PAYMENT WILL BE MADE IN A SINGLE SUM CASH PAYMENT
WITHIN SIXTY (60) DAYS AFTER THE TERMINATION DATE.
7.2
WITH SEVERANCE BENEFITS.
SUBJECT TO THE REQUIREMENTS OF
SECTION 7.3, IF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT IS TERMINATED BY
EXECUTIVE FOR GOOD REASON PURSUANT TO SECTION 4.2(D) WITHIN NINETY (90) DAYS OF
THE INITIAL EXISTENCE OF THE GOOD REASON CONDITION, OR BY COMPANY WITHOUT CAUSE,
THEN ALL FURTHER RIGHTS OF EXECUTIVE (OR AS APPLICABLE, OF EXECUTIVE'S HEIRS OR
ESTATE) TO EMPLOYMENT AND/OR COMPENSATION AND BENEFITS FROM COMPANY UNDER THIS
AGREEMENT SHALL CEASE AS OF THE TERMINATION DATE, EXCEPT THAT COMPANY WILL PAY
EXECUTIVE (OR AS APPLICABLE, EXECUTIVE'S HEIRS OR ESTATE) THE FOLLOWING
SEVERANCE BENEFITS ("SEVERANCE BENEFITS"), AS APPLICABLE:
(A)
ALL PAYMENTS AND COMPENSATION PURSUANT TO SECTION 7.1;
(B)
EXECUTIVE'S BASE SALARY FOR A PERIOD OF ONE (1) YEAR, PLUS AN
ADDITIONAL PERIOD EQUIVALENT TO FOUR (4) WEEKS FOR EVERY YEAR OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY IN EXCESS OF FIVE (5) YEARS, PRORATED FOR PARTIAL
YEARS OF SUCH EMPLOYMENT (COLLECTIVELY REFERRED TO AS THE "SEVERANCE PERIOD"),
AS SEVERANCE PAY, CAPPED AT A TOTAL COMBINED MAXIMUM OF SEVENTY-EIGHT (78) WEEKS
OF BASE SALARY SEVERANCE, BASED UPON EXECUTIVE'S BASE SALARY AS OF THE
TERMINATION DATE, AND PAID IN EQUAL INSTALLMENTS IN ACCORDANCE WITH THE NORMAL
PAYROLL POLICIES OF COMPANY, LESS APPLICABLE TAXES, PAYABLE OVER THE SEVERANCE
PERIOD COMMENCING ON THE FIRST REGULAR PAYROLL DATE OF COMPANY FOLLOWING THE
RELEASE DATE (AS DEFINED BELOW), WITHOUT ANY OBLIGATION OF EXECUTIVE TO MITIGATE
DAMAGES AND, NO SUBSEQUENT EMPLOYMENT OF EXECUTIVE SHALL REDUCE THE AMOUNT OF
SEVERANCE BENEFITS PROVIDED HEREUNDER; AND
(C)
IF EXECUTIVE ELECTS CONTINUATION COVERAGE (WITH RESPECT TO
EXECUTIVE'S COVERAGE AND/OR ANY ELIGIBLE DEPENDENT COVERAGE) ("COBRA
CONTINUATION COVERAGE") UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT
OF 1985 ("COBRA") WITH RESPECT TO COMPANY'S GROUP HEALTH INSURANCE PLAN,
EXECUTIVE WILL BE RESPONSIBLE FOR PAYMENT OF THE MONTHLY COST OF SUCH COBRA
CONTINUATION COVERAGE; PROVIDED, HOWEVER, THAT COMMENCING ON THE FIRST REGULAR
PAYROLL DATE OF COMPANY FOLLOWING THE RELEASE DATE, TO THE EXTENT ALLOWED BY
APPLICABLE LAW, COMPANY WILL REIMBURSE EXECUTIVE FOR THE MONTHLY PREMIUM COST
FOR ALL COBRA CONTINUATION COVERAGE (INCLUDING THE PREMIUM COST FOR THE PERIOD
BETWEEN THE TERMINATION DATE AND THE RELEASE DATE) NET OF ALL PREMIUM COST (IF
ANY) EXECUTIVE WOULD HAVE PAID HAD