THE ACCRUED COMPENSATION.
(B)
IF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR AN EMPLOYING
AFFILIATE SHALL BE TERMINATED FOR ANY REASON OTHER THAN AS SPECIFIED IN SECTION
2(A), OR IF THE EXECUTIVE TERMINATES HIS EMPLOYMENT WITH OR WITHOUT GOOD REASON
DURING THE ONE MONTH PERIOD COMMENCING SIX MONTHS FOLLOWING A CHANGE IN CONTROL
(A "WINDOW PERIOD TERMINATION"), THE EXECUTIVE SHALL BE ENTITLED TO THE
FOLLOWING:
(1)
THE COMPANY SHALL PAY THE EXECUTIVE THE ACCRUED COMPENSATION;
(2)
THE COMPANY SHALL PAY THE EXECUTIVE AS SEVERANCE PAY AN AMOUNT
EQUAL TO 2.99 TIMES THE SUM OF (A) THE HIGHEST ANNUAL BASE SALARY PAID TO THE
EXECUTIVE DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE TERMINATION DATE
AND (B) THE AVERAGE OF THE ANNUAL CASH BONUSES PAID TO THE EXECUTIVE DURING THE
3 CALENDAR YEARS PRIOR TO THE YEAR IN WHICH THE TERMINATION DATE OCCURS
(PRORATED FOR ANY LESSER PERIOD DURING WHICH THE EXECUTIVE HAS BEEN EMPLOYED OR
FOR WHICH BONUSES HAVE BEEN DETERMINED, IF APPLICABLE, AND, IN THE CASE OF EACH
OF (A) AND (B), DETERMINED WITHOUT REDUCTION FOR ANY PORTION THEREOF THAT HAS
BEEN DEFERRED BY THE EXECUTIVE); PROVIDED, HOWEVER, THAT, IF THE EXECUTIVE HAS
BEEN EMPLOYED FOR LESS THAN A FULL YEAR AS OF THE TERMINATION DATE, THE AMOUNT
OF CLAUSE (B) HEREOF SHALL BE EQUAL TO THE EXECUTIVE'S TARGET BONUS AMOUNT FOR
SUCH YEAR, PRORATED FOR THE PERIOD DURING WHICH THE EXECUTIVE HAS BEEN EMPLOYED;
AND
(3)
FOR TWELVE MONTHS FOLLOWING THE TERMINATION DATE (THE
"CONTINUATION PERIOD"), THE COMPANY SHALL CONTINUE ON BEHALF OF THE EXECUTIVE
AND HIS DEPENDENTS AND BENEFICIARIES THE LIFE INSURANCE, DISABILITY, MEDICAL,
DENTAL, PRESCRIPTION DRUG AND HOSPITALIZATION COVERAGES AND BENEFITS PROVIDED TO
THE EXECUTIVE IMMEDIATELY PRIOR TO A CHANGE IN CONTROL (THE "BENEFITS
CONTINUATION"), OR, IF GREATER, THE COVERAGES AND BENEFITS PROVIDED AT ANY TIME
THEREAFTER; PROVIDED, HOWEVER, THAT WITHIN FIVE DAYS FOLLOWING THE TERMINATION
DATE, THE EXECUTIVE MAY ELECT TO RECEIVE FROM THE COMPANY IN CASH, IN LIEU OF
THE BENEFITS CONTINUATION, THE VALUE OF THE BENEFITS CONTINUATION.
THE
COVERAGES AND BENEFITS (INCLUDING DEDUCTIBLES AND COSTS TO THE EXECUTIVE)
PROVIDED IN THIS SECTION 2(B)(3) DURING THE CONTINUATION PERIOD SHALL BE NO LESS
FAVORABLE TO THE EXECUTIVE AND HIS DEPENDENTS AND BENEFICIARIES THAN THE MOST
FAVORABLE OF SUCH COVERAGES AND BENEFITS REFERRED TO ABOVE.
NOTWITHSTANDING THE
FOREGOING, OR ANY OTHER PROVISION OF THIS AGREEMENT, FOR PURPOSES OF DETERMINING
THE PERIOD OF CONTINUATION COVERAGE TO WHICH THE EXECUTIVE OR ANY OF THE
EXECUTIVE'S DEPENDENTS IS ENTITLED PURSUANT TO SECTION 4980B OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), UNDER THE COMPANY'S MEDICAL,
DENTAL AND OTHER GROUP HEALTH PLANS, OR SUCCESSOR PLANS, THE EXECUTIVE'S
"QUALIFYING EVENT" WILL BE THE TERMINATION OF THE CONTINUATION PERIOD AND THE
EXECUTIVE WILL BE CONSIDERED TO HAVE REMAINED ACTIVELY EMPLOYED ON A FULL-TIME
BASIS THROUGH THAT DATE.
THE COMPANY'S OBLIGATION HEREUNDER WITH RESPECT TO THE
FOREGOING COVERAGES AND BENEFITS SHALL BE REDUCED TO THE EXTENT THAT THE
EXECUTIVE OBTAINS ANY SUCH COVERAGES AND BENEFITS PURSUANT TO A SUBSEQUENT
EMPLOYER'S