IS NOT REASONABLY ABLE TO CONTINUE SUCH COVERAGE UNDER THE COMPANY'S
HEALTH BENEFIT PLANS, THE COMPANY SHALL PROVIDE SUBSTANTIALLY EQUIVALENT
COVERAGE UNDER OTHER SOURCES OR WILL REIMBURSE (WITHOUT A TAX GROSS-UP) THE
PARTICIPANT FOR PREMIUMS (IN EXCESS OF THE PARTICIPANT'S PREMIUM COST DESCRIBED
ABOVE) INCURRED BY THE PARTICIPANT TO OBTAIN HIS OR HER OWN SUCH COVERAGE.
IF
THE PARTICIPANT AND/OR THE PARTICIPANT'S DEPENDENTS BECOME ELIGIBLE TO RECEIVE
SUCH COVERAGE UNDER ANOTHER EMPLOYER'S HEALTH BENEFIT PLANS DURING THE
APPLICABLE SEVERANCE BENEFIT PERIOD, THE PARTICIPANT SHALL REPORT SUCH
ELIGIBILITY TO THE COMPANY, AND THE COMPANY'S OBLIGATIONS UNDER THIS
SUBSECTION SHALL BE SECONDARY TO THE COVERAGE PROVIDED BY SUCH OTHER EMPLOYER'S
PLANS.
FOR THE BALANCE OF ANY PERIOD IN EXCESS OF THE APPLICABLE SEVERANCE
BENEFIT PERIOD DURING WHICH THE PARTICIPANT IS ENTITLED TO CONTINUATION COVERAGE
UNDER COBRA, THE PARTICIPANT SHALL BE ENTITLED TO MAINTAIN COVERAGE FOR HIMSELF
OR HERSELF AND THE PARTICIPANT'S ELIGIBLE DEPENDENTS AT THE PARTICIPANT'S OWN
EXPENSE.
8
(C)
EFFECT OF BREACH OF RESTRICTIVE COVENANTS
AGREEMENT.
IF THE BOARD, ACTING IN GOOD FAITH, DETERMINES BY A VOTE OF NOT LESS
THAN TWO-THIRDS OF ITS ENTIRE MEMBERSHIP, THAT ANY ACTION OR FAILURE TO ACT BY A
PARTICIPANT CONSTITUTES A MATERIAL BREACH OF THE RESTRICTIVE COVENANTS AGREEMENT
EXECUTED BY SUCH PARTICIPANT, THE COMPANY MAY, IN ITS SOLE DISCRETION, TERMINATE
ANY FURTHER PROVISION OF SEVERANCE PAYMENTS AND BENEFITS UNDER SECTION 4.1(B)
AND REQUIRE THE PARTICIPANT TO PROMPTLY REPAY TO THE COMPANY ANY SEVERANCE
PAYMENTS OR BENEFITS UNDER SECTION 4.1(B) PROVIDED TO THE PARTICIPANT FOLLOWING
THE DATE OF SUCH MATERIAL BREACH.
THE COMPANY SHALL BE ENTITLED, AT ITS SOLE
DISCRETION, TO SET OFF ANY AMOUNTS THAT THE PARTICIPANT IS REQUIRED TO REPAY TO
THE COMPANY PURSUANT TO THIS SECTION 4.1(C) AGAINST ANY AMOUNT OWED TO THE
PARTICIPANT BY THE COMPANY, INCLUDING ANY AMOUNT OWED TO THE PARTICIPANT
PURSUANT TO SECTION 4.1(A).
4.2
OTHER TERMINATION.
IF THE PARTICIPANT'S
TERMINATION IN THE ABSENCE OF A CHANGE IN CONTROL RESULTS FROM ANY REASON OTHER
THAN INVOLUNTARY TERMINATION, THE PARTICIPANT SHALL BE ENTITLED TO RECEIVE:
(A)
ALL SALARY, COMMISSIONS AND ACCRUED BUT
UNUSED VACATION EARNED THROUGH THE DATE OF THE PARTICIPANT'S TERMINATION OF
EMPLOYMENT;
(B)
BONUSES EARNED PRIOR TO THE DATE OF THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT; PROVIDED THAT, FOR BONUSES THAT ARE
BASED ON ACHIEVEMENT OF PERIODIC FINANCIAL OR OPERATING TARGETS, NO BONUS OR
PARTIAL BONUS SHALL BE EARNED FOR THE APPLICABLE BONUS PERIOD IN WHICH THE
TERMINATION OF EMPLOYMENT OCCURS;
(C)
REIMBURSEMENT WITHIN TEN (10) BUSINESS DAYS
OF SUBMISSION OF PROPER EXPENSE REPORTS OF ALL EXPENSES REASONABLY AND
NECESSARILY INCURRED BY THE PARTICIPANT IN CONNECTION WITH THE BUSINESS OF THE
COMPANY GROUP PRIOR TO HIS OR HER TERMINATION OF EMPLOYMENT; AND
(D)
THE BENEFITS, IF ANY, UNDER ANY COMPANY
GROUP RETIREMENT PLAN, NONQUALIFIED DEFERRED COMPENSATION PLAN, OPTION
OR OTHER
STOCK-BASED COMPENSATION PLAN OR AGREEMENT, HEALTH BENEFITS PLAN OR OTHER
COMPANY GROUP BENEFIT PLAN TO WHICH THE PARTICIPANT MAY BE ENTITLED PURSUANT TO
THE TERMS OF SUCH PLANS OR AGREEMENTS.
5.
TREATMENT OF OPTIONS UPON A CHANGE