MADE) NO EARLIER THAN THE FIRST PAYROLL PERIOD OF SUCH LATER
CALENDAR YEAR.
THE FIRST PAYROLL PAYMENT WILL INCLUDE A MAKE-UP PAYMENT FOR THE
PERIOD THAT ELAPSED BETWEEN THE DATE OF TERMINATION AND THE PAYROLL PERIOD IN
WHICH PAYMENTS BEGIN.:
(A)
FOR THE 12 MONTHS FOLLOWING THE DATE OF TERMINATION (THE
"SEVERANCE PERIOD"), THE COMPANY SHALL PAY TO THE EXECUTIVE AN AMOUNT EQUAL TO
EXECUTIVE'S THEN CURRENT BASE SALARY, TO BE PAID ON THE COMPANY'S NORMAL PAYROLL
CYCLE DURING THE SEVERANCE PERIOD; PROVIDED THAT IF ANY PAYMENTS WOULD OTHERWISE
BE DUE ON OR AFTER MARCH 15 OF THE CALENDAR YEAR NEXT SUCCEEDING THE YEAR IN
WHICH TERMINATION OCCURS, THEN ALL PAYMENTS THAT WOULD OTHERWISE BE DUE AFTER
MARCH 15 SHALL BE PAID TO THE EXECUTIVE IN A LUMP SUM IN THE PAYROLL PERIOD ON
OR IMMEDIATELY PRIOR TO MARCH 15 OF SUCH NEXT SUCCEEDING YEAR.
(B)
FOR THE SEVERANCE PERIOD OR SUCH LONGER PERIOD AS MAY BE PROVIDED
BY THE TERMS OF THE APPROPRIATE PLAN, PROGRAM, PRACTICE OR POLICY, THE COMPANY
SHALL CONTINUE TO PAY OR PROVIDE BENEFITS TO THE EXECUTIVE AND THE EXECUTIVE'S
FAMILY AT LEAST EQUAL TO THOSE WHICH WOULD HAVE BEEN PROVIDED TO THEM IF THE
EXECUTIVE'S EMPLOYMENT HAD NOT BEEN TERMINATED, IN ACCORDANCE WITH THE
APPLICABLE MEDICAL, DENTAL AND VISION PLANS (THE "BENEFIT PLANS")
IN EFFECT ON
THE DATE OF TERMINATION OR, IF MORE FAVORABLE TO THE EXECUTIVE AND THE
EXECUTIVE'S FAMILY, IN EFFECT GENERALLY AT ANY TIME THEREAFTER WITH RESPECT TO
OTHER PEER EXECUTIVES OF THE COMPANY AND ITS AFFILIATED COMPANIES
(NOTWITHSTANDING THE FOREGOING, TO THE EXTENT SUCH PAYMENTS ARE TAXABLE AND
EXTEND BEYOND THE PERIOD OF TIME DURING WHICH THE EXECUTIVE WOULD BE ENTITLED
(OR WOULD, BUT FOR SUCH ARRANGEMENT, BE ENTITLED) TO COBRA CONTINUATION COVERAGE
UNDER A GROUP HEALTH PLAN OF THE COMPANY, SUCH PAYMENTS SHALL BE MADE ON A
MONTHLY BASIS).
6
(C)
THE COMPANY SHALL PAY TO THE EXECUTIVE IN A LUMP SUM, IN CASH, THE
AGGREGATE OF THE FOLLOWING AMOUNTS:
(I)
A PRO RATA PORTION OF THE EXECUTIVE'S TARGET BONUS FOR THE
THEN-CURRENT FISCAL YEAR, AND
(II)
IN LIEU OF ANY FURTHER LIFE, DISABILITY, AND ACCIDENT INSURANCE
BENEFITS (NOT INCLUDING MEDICAL, DENTAL OR VISION INSURANCE) (THE "OTHER
PLANS"), AN AMOUNT EQUAL TO THE COST TO THE EXECUTIVE OF PROVIDING SUCH
BENEFITS, TO THE EXTENT THAT THE EXECUTIVE IS ELIGIBLE TO RECEIVE SUCH BENEFITS
IMMEDIATELY PRIOR TO THE NOTICE OF TERMINATION, FOR THE SEVERANCE PERIOD.
(D)
TO THE EXTENT NOT PREVIOUSLY PAID OR PROVIDED, THE COMPANY SHALL
TIMELY PAY OR PROVIDE TO THE EXECUTIVE ANY OTHER AMOUNTS OR BENEFITS REQUIRED TO
BE PAID OR PROVIDED OR WHICH THE EXECUTIVE IS ELIGIBLE TO RECEIVE FOLLOWING THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT UNDER ANY PLAN, PROGRAM, POLICY, PRACTICE,
CONTRACT OR AGREEMENT OF THE COMPANY AND ITS AFFILIATED COMPANIES, INCLUDING ANY
COMPENSATION PREVIOUSLY DEFERRED BY THE EXECUTIVE (TOGETHER WITH ANY ACCRUED
INTEREST OR EARNINGS THEREON) AND ANY ACCRUED VACATION PAY.
(E)
FOR PURPOSES OF DETERMINING ELIGIBILITY (BUT NOT THE TIME OF
COMMENCEMENT OF BENEFITS)