OR RESIGNATION WITH GOOD
REASON.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS SECTION 9 SET FORTH BELOW,
SOLELY IN THE EVENT THAT THIS AGREEMENT AND EXECUTIVE'S EMPLOYMENT HEREUNDER IS
TERMINATED (Y) BY THE LIN COMPANIES WITHOUT CAUSE PURSUANT TO THE TERMS AND
SUBJECT TO THE CONDITIONS OF SECTION 8(B) HEREOF; OR (Z) BY EXECUTIVE WITH GOOD
REASON PURSUANT TO THE TERMS AND SUBJECT TO THE CONDITIONS OF
SECTION 8(C) HEREOF, THEN:
(I)
THE COMPANY SHALL PAY TO EXECUTIVE A SEVERANCE PAYMENT (THE
"SEVERANCE PAYMENT") IN AN AMOUNT EQUAL TO THE SUM OF (A) EXECUTIVE'S BASE
SALARY IN EFFECT AT THE TIME OF SUCH TERMINATION AND (B) THE AGGREGATE AMOUNT,
IF ANY, OF THE PERFORMANCE BONUS MOST RECENTLY AWARDED TO EXECUTIVE PURSUANT TO
SECTION 5(B) PRIOR TO SUCH TERMINATION;
5
PROVIDED, HOWEVER, THAT IF SUCH TERMINATION OCCURS PRIOR TO THE AWARD OF
EXECUTIVE'S INITIAL PERFORMANCE BONUS UNDER THIS AGREEMENT (OR THE DETERMINATION
THAT NO SUCH AWARD SHALL BE MADE), THE PAYMENT UNDER THIS CLAUSE (B) SHALL BE
THE MAXIMUM APPLICABLE PERFORMANCE BONUS THAT WOULD OTHERWISE BE DUE HAD
EXECUTIVE REMAINED EMPLOYED WITH THE COMPANY. THE SEVERANCE PAYMENT SHALL BE DUE
AND PAYABLE IN TWENTY SIX (26) SUBSTANTIALLY EQUAL BI-WEEKLY PAYMENTS FOLLOWING
SUCH TERMINATION; PROVIDED, HOWEVER, THAT THE PAYMENT OF THE PORTION OF THE
SEVERANCE PAYMENT COMPRISED OF ANY PERFORMANCE BONUS BASED UPON THE
DETERMINATION OF THE ACHIEVEMENT OF CERTAIN RESULTS MAY BE DEFERRED AS NECESSARY
UNTIL THE COMPANY HAS MADE THE NECESSARY DETERMINATIONS.
(II)
IN ADDITION, DURING THE TWELVE-MONTH PERIOD FOLLOWING A
TERMINATION GIVING RISE TO THE SEVERANCE PAYMENT, THE COMPANY SHALL CONTINUE TO
PAY THE EMPLOYER'S NORMAL PORTION OF THE COSTS OF EXECUTIVE'S HEALTH AND DENTAL
INSURANCE PREMIUMS IN AN AMOUNT CONSISTENT WITH THAT PAID ON THE DATE OF
TERMINATION, PROVIDED THAT EXECUTIVE CHOOSES TO PARTICIPATE IN COBRA OR A
SIMILAR HEALTH INSURANCE CONTINUATION PROGRAM AND PROVIDES THE COMPANY WITH
PROOF OF SUCH PARTICIPATION. IF EXECUTIVE CHOOSES TO RECEIVE COBRA COVERAGE FROM
THE COMPANY'S GROUP HEALTH PLANS DURING THIS TWELVE-MONTH PERIOD, SUCH COVERAGE
SHALL COUNT TOWARD THE MAXIMUM COVERAGE PERIOD PERMITTED UNDER SUCH PLAN.
(B)
THE PAYMENT OF THE SEVERANCE PAYMENT AND THE PROVISION OF THE BENEFITS
DESCRIBED IN THIS SECTION 9 ARE EXPRESSLY CONTINGENT ON EXECUTIVE'S EXECUTION OF
A STANDARD SEVERANCE AND RELEASE AGREEMENT CONTAINING ONLY A RELEASE OF ANY AND
ALL CLAIMS BY HIM AGAINST THE LIN COMPANIES AND ALL PREDECESSORS, SUCCESSORS,
AFFILIATES AND SUBSIDIARIES THEREOF, EXCEPT FOR CLAIMS RELATING TO (I) THE
SEVERANCE PAYMENT AND OTHER POST-EMPLOYMENT PAYMENTS AND BENEFITS DUE PURSUANT
TO THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT; (II) CLAIMS FOR
BENEFITS UNDER THE EMPLOYEE BENEFIT PLANS OF THE LIN COMPANIES IN WHICH
EXECUTIVE PARTICIPATES, AND (III) CLAIMS FOR INDEMNIFICATION OR INSURANCE, IF
APPLICABLE, ARISING FOLLOWING HIS EMPLOYMENT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, EMPLOYER RETAINS THE RIGHT TO TERMINATE THE
INITIATION OR CONTINUATION OF THE SEVERANCE PAYMENT AND OTHER BENEFITS DESCRIBED
IN THIS SECTION 9 AND TO RECOVER FROM EXECUTIVE ANY AND ALL AMOUNTS PREVIOUSLY
PAID (AS