EXECUTIVE 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 EXECUTIVE'S BASE AMOUNT; 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 BENEFIT PLANS, IN WHICH CASE THE COMPANY MAY REDUCE ANY OF THE
COVERAGES OR BENEFITS IT IS REQUIRED TO PROVIDE THE EXECUTIVE HEREUNDER SO LONG
AS THE AGGREGATE COVERAGES AND BENEFITS (INCLUDING DEDUCTIBLES AND COSTS TO THE
EXECUTIVE) OF THE COMBINED BENEFIT PLANS ARE NO LESS FAVORABLE TO THE EXECUTIVE
THAN THE COVERAGES AND BENEFITS REQUIRED TO BE PROVIDED HEREUNDER.
THIS SECTION
2(B)(3) SHALL NOT BE INTERPRETED SO AS TO LIMIT ANY BENEFITS TO WHICH THE
EXECUTIVE, HIS DEPENDENTS OR BENEFICIARIES MAY BE ENTITLED UNDER ANY OF THE
COMPANY'S EMPLOYEE BENEFIT PLANS, PROGRAMS OR PRACTICES FOLLOWING THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT, INCLUDING BUT NOT LIMITED TO RETIREE
MEDICAL AND LIFE INSURANCE BENEFITS.
2
(C)
THE CASH AMOUNTS PROVIDED FOR IN SECTIONS 2(A) AND 2(B) SHALL BE
PAID IN A SINGLE LUMP SUM CASH PAYMENT WITHIN TEN DAYS AFTER THE