SAID NOTICE.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AFTER
SUCH TERMINATION, ALL RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES SHALL
CEASE.
(I)
UPON THE TERMINATION OF EMPLOYMENT
PURSUANT TO SUBPARAGRAPH (A) ABOVE, SUBJECT TO THE TERMS IN SUBPARAGRAPH
(II) AND PARAGRAPH 9 BELOW AND THE REQUIREMENTS OF PARAGRAPH 10 BELOW, IN
ADDITION TO ALL ACCRUED AND VESTED BENEFITS PAYABLE UNDER THE CORPORATION'S
EMPLOYMENT AND BENEFIT POLICIES, INCLUDING, BUT NOT LIMITED TO, UNPAID ANNUAL
BONUS AWARDS AND ANY OTHER INCENTIVE COMPENSATION AWARDS EARNED UNDER THE ANNUAL
BONUS PLAN OR ANY OTHER INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED
PERFORMANCE PERIODS, MASKAL SHALL BE PROVIDED WITH THE FOLLOWING SALARY
CONTINUATION AND OTHER BENEFITS (AS DEFINED BELOW) FOR THE DURATION OF THE
SEVERANCE PERIOD (AS DEFINED BELOW):
(1) SALARY CONTINUATION PAYMENTS FOR EACH
YEAR OF THE SEVERANCE PERIOD IN AN AMOUNT PER YEAR EQUAL TO 135% OF HER THEN
CURRENT ANNUAL BASE SALARY ("SALARY CONTINUATION"), WHICH SALARY CONTINUATION
SHALL BE PAID IN THE SAME MANNER AND PURSUANT TO THE SAME PAYROLL PROCEDURES
THAT WERE IN EFFECT PRIOR TO THE EFFECTIVE DATE OF TERMINATION; (2) CONTINUATION
OF MEDICAL, DENTAL, LIFE INSURANCE AND DISABILITY INSURANCE FOR HER, HER SPOUSE
AND HER DEPENDENTS, DURING THE SEVERANCE PERIOD, AS IN EFFECT ON THE EFFECTIVE
DATE OF TERMINATION ("OTHER BENEFITS"), OR IF THE CONTINUATION OF ALL OR ANY OF
THE OTHER BENEFITS IS NOT AVAILABLE BECAUSE OF HER STATUS AS A TERMINATED
EMPLOYEE, A PAYMENT EQUAL TO THE MARKET VALUE OF SUCH EXCLUDED OTHER BENEFITS;
(3) IF ALLOWABLE UNDER THE CORPORATION'S QUALIFIED PENSION PLAN IN EFFECT ON THE
DATE OF TERMINATION, CREDIT FOR ADDITIONAL YEARS OF SERVICE DURING THE SEVERANCE
PERIOD; AND (4) OUTPLACEMENT SERVICES OF AN INDEPENDENT THIRD PARTY, MUTUALLY
SATISFACTORY TO BOTH PARTIES, UNTIL THE EARLIER OF ONE YEAR AFTER THE EFFECTIVE
DATE OF TERMINATION, OR UNTIL SHE OBTAINS NEW EMPLOYMENT; THE COST FOR SUCH
SERVICE WILL BE PAID IN FULL BY THE CORPORATION.
FOR PURPOSES OF THIS AGREEMENT
(EXCEPT FOR PARAGRAPH 9 BELOW), THE "SEVERANCE PERIOD" SHALL MEAN THE PERIOD
FROM THE DATE OF TERMINATION OF EMPLOYMENT TO THE FIRST (1ST) ANNIVERSARY OF THE
DATE OF SUCH TERMINATION.
(II)
SUBJECT TO PARAGRAPH 10 BELOW, IN THE
EVENT MASKAL ACCEPTS OTHER EMPLOYMENT DURING THE SEVERANCE PERIOD, THE
CORPORATION SHALL CONTINUE THE SALARY CONTINUATION IN FORCE UNTIL THE END OF THE
SEVERANCE PERIOD. ALL OTHER BENEFITS DESCRIBED IN SUBPARAGRAPH (I)(2) AND THE
BENEFIT SET FORTH IN (I)(3), OTHER THAN ALL ACCRUED AND VESTED BENEFITS PAYABLE
UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES, SHALL CEASE.
(III)
MASKAL SHALL NOT BE REQUIRED TO SEEK OR
ACCEPT ANY OTHER EMPLOYMENT. RATHER, THE ELECTION OF WHETHER TO SEEK OR ACCEPT
OTHER EMPLOYMENT SHALL BE SOLELY WITHIN MASKAL'S DISCRETION. IF DURING THE
SEVERANCE PERIOD MASKAL IS RECEIVING ALL OR ANY PART OF THE BENEFITS SET FORTH
IN SUBPARAGRAPH (I) ABOVE AND SHE SHOULD DIE, THEN SALARY CONTINUATION REMAINING
DURING THE SEVERANCE PERIOD SHALL BE PAID FULLY AND COMPLETELY TO HER SPOUSE OR
SUCH INDIVIDUAL DESIGNATED BY HER OR IF NO SUCH PERSON