OF THIS AGREEMENT, THE COMPANY
AGREES TO PROVIDE EXECUTIVE THE FOLLOWING PAYMENTS AND BENEFITS AS PROVIDED IN
THE EMPLOYMENT AGREEMENT (THE "SEVERANCE BENEFITS"):
(A)
PAYMENT IN THE GROSS AMOUNT OF $400,000 (WHICH EQUALS 12
MONTHS OF EXECUTIVE'S BASE SALARY RATE AS IN EFFECT AT THE TERMINATION DATE),
SUBJECT TO ALL LEGALLY REQUIRED WITHHOLDINGS AND PAYABLE IN INSTALLMENTS IN
ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL SCHEDULE AND PAYROLL PRACTICES IN
EFFECT FROM TIME TO TIME, ON A BIWEEKLY BASIS, FOR THE PERIOD COMMENCING ON
JANUARY 9, 2014 AND ENDING ON JANUARY 8, 2015 (THE "SEVERANCE PERIOD"); PROVIDED
HOWEVER, THAT PAYMENT OF SUCH INSTALLMENTS SHALL COMMENCE ON THE FIRST COMPANY
PAYROLL DATE OCCURRING ON OR AFTER THE LATER OF THE EFFECTIVE DATE OR FEBRUARY
12, 2014.
EXECUTIVE AGREES THAT SUCH PAYMENTS WILL BE ISSUED BY THE COMPANY VIA
DIRECT DEPOSIT, AND THAT IF EXECUTIVE'S BANK ACCOUNT INFORMATION CHANGES AT ANY
TIME, EXECUTIVE WILL NOTIFY THE COMPANY IN WRITING AND CONFIRM RECEIPT OF SUCH
NOTICE.
EXECUTIVE UNDERSTANDS THAT ANY CHANGE IN BANK ACCOUNT INFORMATION MAY
CAUSE DELAY IN DIRECT DEPOSIT OF ANY SEVERANCE BENEFITS.
(B)
SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH AND PARAGRAPH
4(B)(II)(B) OF THE EMPLOYMENT AGREEMENT, CONTINUATION OF EXECUTIVE'S GROUP
MEDICAL, DENTAL AND VISION INSURANCE COVERAGE ON THE COMPANY'S HEALTH INSURANCE
PLAN FROM THE PERIOD OF JANUARY 9, 2014 TO DECEMBER 31, 2014 ("HEALTH PLAN
BENEFIT PERIOD"), AFTER WHICH EXECUTIVE WILL BE ENTITLED TO ELECT CONTINUATION
OF COVERAGE FOR HEALTH INSURANCE BENEFITS UNDER SECTION 4980 OF THE INTERNAL
REVENUE CODE OF 1986 ("COBRA") AT HIS OWN COST AND EXPENSE SUBJECT TO PARAGRAPH
3(C) HEREIN.
FOR CLARIFICATION, EXECUTIVE WILL NOT BE SUBJECT TO ANY HEALTH
CARE DEDUCTIONS FOR THE PERIOD OF JANUARY 1 THROUGH JANUARY 8, 2015 AND ANY
DEDUCTIONS FROM HIS FINAL PAYCHECK SHALL BE REIMBURSED IN THE FIRST INSTALLMENT
PAYMENT AS DESCRIBED IN PARAGRAPH 2(A).
CONTINUATION OF SUCH BENEFITS WILL
CEASE IN THE EVENT THAT EXECUTIVE ACCEPTS EMPLOYMENT THAT PROVIDES SUCH BENEFITS
AT ANY TIME DURING THE HEALTH PLAN BENEFIT PERIOD, OR AS PROVIDED IN PARAGRAPH
16 OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IF THE COMPANY DETERMINES,
IN ITS SOLE DISCRETION, THAT MAINTAINING EXECUTIVE'S GROUP MEDICAL, DENTAL AND
VISION INSURANCE COVERAGE WOULD RESULT IN A VIOLATION OF THE NONDISCRIMINATION
RULES OF SECTION 105(H)(2) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY STATUTE
OR REGULATION OF SIMILAR EFFECT (INCLUDING BUT NOT LIMITED TO THE 2010 PATIENT
PROTECTION AND AFFORDABLE CARE ACT, AS AMENDED BY THE 2010 HEALTH CARE AND
EDUCATION RECONCILIATION ACT), THEN IN LIEU OF MAINTAINING EXECUTIVE'S INSURANCE
COVERAGE, THE COMPANY, IN ITS SOLE DISCRETION, MAY ELECT TO INSTEAD PAY
EXECUTIVE ON THE FIRST DAY OF EACH MONTH OF THE HEALTH PLAN BENEFIT PERIOD, A
FULLY TAXABLE CASH PAYMENT EQUAL TO THE COBRA PREMIUMS FOR THAT MONTH, SUBJECT
TO APPLICABLE TAX WITHHOLDINGS (SUCH AMOUNT, THE "SPECIAL SEVERANCE PAYMENT"),
FOR THE REMAINDER OF THE HEALTH PLAN BENEFIT PERIOD.
EXECUTIVE MAY, BUT IS NOT
OBLIGATED TO, USE SUCH SPECIAL SEVERANCE PAYMENT TOWARD THE COST OF COBRA
PREMIUMS.
FOR CLARIFICATION, EXECUTIVE