ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT HAVE BEEN SATISFIED IN FULL.
2.
BENEFITS UPON A CHANGE IN CONTROL
TERMINATION. THE EXECUTIVE WILL BECOME ENTITLED TO THE BENEFITS DESCRIBED IN
THIS SECTION 2 IF AND ONLY IF (I) THE COMPANY TERMINATES THE EXECUTIVE'S
EMPLOYMENT FOR ANY REASON OTHER THAN THE EXECUTIVE'S DEATH OR CAUSE, OR THE
EXECUTIVE TERMINATES THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR GOOD
REASON, AND (II) THE TERMINATION OCCURS EITHER WITHIN THE PERIOD BEGINNING ON
THE DATE OF A CHANGE IN CONTROL AND ENDING ON THE LAST DAY OF THE 24TH MONTH
THAT BEGINS AFTER THE MONTH DURING WHICH THE CHANGE IN CONTROL OCCURS OR PRIOR
TO A CHANGE IN CONTROL IF THE EXECUTIVE'S TERMINATION WAS EITHER A CONDITION OF
THE CHANGE IN CONTROL OR WAS AT THE REQUEST OR INSISTENCE OF A PERSON RELATED TO
THE CHANGE IN CONTROL.
(A)
CASH PAYMENT. NOT MORE THAN 10 DAYS
FOLLOWING THE DATE OF TERMINATION, OR, IF LATER, NOT MORE THAN 10 DAYS FOLLOWING
THE DATE OF THE CHANGE IN CONTROL, THE COMPANY WILL MAKE A LUMP-SUM CASH PAYMENT
TO THE EXECUTIVE IN AN AMOUNT EQUAL TO THE SUM OF (I) [TWO TIMES; ONE TIMES] THE
EXECUTIVE'S BASE PAY, PLUS (II) [TWO TIMES; ONE TIMES] THE EXECUTIVE'S HIGHEST
BONUS IN THE THREE CALENDAR YEARS PRECEDING THE YEAR IN WHICH THE CHANGE IN
CONTROL OCCURS.
(B)
WELFARE BENEFITS. DURING THE CONTINUATION
PERIOD (AS DEFINED BELOW), THE COMPANY WILL (I) MAINTAIN GROUP HEALTH AND DENTAL
PLAN(S) AND (II) PROVIDE, OR ARRANGE TO PROVIDE, TO THE EXTENT SUCH POLICIES OR
COVERAGES CAN BE OBTAINED ON COMMERCIAL REASONABLE TERMS, THE SAME OR EQUIVALENT
ACCIDENTAL DEATH AND DISMEMBERMENT, SHORT AND LONG-TERM DISABILITY, LIFE
INSURANCE COVERAGES, AND ALL OTHER INSURANCE POLICIES AND HEALTH AND WELFARE
BENEFITS (OTHER THAN BENEFITS PURSUANT TO ANY CAFETERIA PLAN MAINTAINED BY THE
COMPANY PURSUANT TO SECTION 125 OF THE CODE), WHICH BY THEIR TERMS COVER THE
EXECUTIVE (AND THE EXECUTIVE'S FAMILY MEMBERS AND DEPENDENTS WHO WERE ELIGIBLE
TO BE COVERED AT ANY TIME DURING THE 90-DAY PERIOD IMMEDIATELY PRIOR TO THE DATE
OF THE CHANGE IN CONTROL FOR THE PERIOD AFTER THE CHANGE IN CONTROL IN WHICH
SUCH FAMILY MEMBERS AND DEPENDENTS WOULD OTHERWISE CONTINUE TO BE COVERED UNDER
THE TERMS OF THE PLAN IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL)
UNDER THE SAME TERMS AND AT THE SAME COST TO THE EXECUTIVE AND THE EXECUTIVE'S
FAMILY MEMBERS AND DEPENDENTS AS SIMILARLY SITUATED INDIVIDUALS WHO CONTINUE TO
BE EMPLOYED BY THE COMPANY (WITHOUT REGARD TO ANY REDUCTION IN SUCH BENEFITS
THAT CONSTITUTES GOOD REASON).
For purposes of this section, the "continuation period" is the period beginning
on the Executive's Date of Termination and ending on (x) the last day of the
[24th month; 12th month] that begins after the Executive's Date of Termination
or, if earlier, (y) in the case of the group health and dental plans referred to
in clause (i) above, the date after the Executive's Date of Termination on which
the Executive first becomes