OWN EXPENSE FOR UP TO EIGHTEEN (18) MONTHS, IN
ACCORDANCE WITH APPLICABLE LAW (COBRA).
HOWEVER, IF THE EXECUTIVE ELECTS COBRA
COVERAGE, THE COMPANY
5
WILL PAY THE FIRST TWELVE (12) MONTHS OF COBRA COVERAGE; PROVIDED THAT THE
EXECUTIVE SHALL PAY ANY SUCH PREMIUMS HIMSELF DURING THE SIX (6) MONTH PERIOD
FOLLOWING THE EXECUTIVE'S "SEPARATION FROM SERVICE" AS DEFINED IN
SECTION 409A(A)(2)(A)(I) OF THE U.S. INTERNAL REVENUE CODE (THE "CODE") AND THE
COMPANY SHALL REIMBURSE THE EXECUTIVE FOR PAYMENT OF SUCH PREMIUMS IN A SINGLE
LUMP SUM PAYMENT ON THE FIRST DAY OF THE SEVENTH (7TH) MONTH FOLLOWING THE
EXECUTIVE'S "SEPARATION FROM SERVICE," IF (1) SECTION 9.1 OF THIS AGREEMENT
SHALL APPLY AND (2) NO EXEMPTION FROM SECTION 409A OF THE CODE, AS MUTUALLY
DETERMINED BY THE COMPANY, COMPANY'S TAX COUNSEL, EXECUTIVE AND EXECUTIVE'S TAX
COUNSEL, SHALL OTHERWISE APPLY TO THE COMPANY'S PAYMENTS FOR COBRA COVERAGE
DURING SUCH SIX (6) MONTH PERIOD.
(D)
TO THE EXTENT NOT OTHERWISE PROVIDED FOR
UNDER THE COMPANY'S STOCK PLANS, ALL OPTIONS TO PURCHASE COMPANY STOCK HELD BY
EXECUTIVE WILL BECOME EXERCISABLE AND REMAIN EXERCISABLE FOR THE PERIOD OF TIME
SET FORTH IN THE INSTRUMENTS GOVERNING SUCH OPTIONS, AND ALL RESTRICTED STOCK
HELD BY EXECUTIVE UNDER RESTRICTED STOCK PLANS AND ARRANGEMENTS OF THE COMPANY
WILL BECOME VESTED.
8.4.
Payments.
(A)
THE CHANGE OF CONTROL SEVERANCE BENEFITS
WILL BE PAID LESS REQUIRED DEDUCTIONS FOR STATE AND FEDERAL WITHHOLDING TAX,
SOCIAL SECURITY AND ALL OTHER EMPLOYMENT TAXES AS REQUIRED BY LAW.
THE ACCRUED
OBLIGATIONS DEFINED IN SECTION 10.1 WILL BE PAID IN A SINGLE LUMP SUM PAYMENT ON
THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE OF TERMINATION, UNLESS
OTHERWISE REQUIRED BY LAW; PROVIDED THAT THE CONDITIONS TO RECEIVE THE CHANGE OF
CONTROL SEVERANCE BENEFITS SET FORTH IN SECTION 8.5 OF THIS AGREEMENT ARE THEN
SATISFIED.
THE CHANGE OF CONTROL SEVERANCE PAYMENT DESCRIBED IN
SECTION 8.3(B) WILL BE PAID IN A SINGLE LUMP SUM WITHIN THIRTY (30) DAYS AFTER
THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT EXECUTIVE MAY IN HIS SOLE
DISCRETION ELECT TO HAVE SUCH PAYMENT MADE IN EQUAL MONTHLY INSTALLMENTS FOR A
PERIOD OF TWELVE (12) MONTHS (THE "SEVERANCE PERIOD"), WITH THE FIRST SUCH
INSTALLMENT TO BE PAID ON THE FIRST DAY OF THE MONTH THAT COINCIDES WITH OR
FOLLOWS THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE OF TERMINATION.
(B)
IF A PAYMENT UNDER THIS AGREEMENT IS PAYABLE
TO A MINOR, TO A PERSON DECLARED INCOMPETENT, OR TO A PERSON INCAPABLE OF
HANDLING THE DISPOSITION OF HIS OR HER PROPERTY, THE COMPANY MAY PAY SUCH
BENEFIT TO THE GUARDIAN, LEGAL REPRESENTATIVE OR PERSON HAVING THE CARE OR
CUSTODY OF SUCH MINOR, INCOMPETENT PERSON OR INCAPABLE PERSON.
THE COMPANY MAY
REQUIRE PROOF OF INCOMPETENCE, MINORITY OR GUARDIANSHIP AS IT MAY DEEM
APPROPRIATE PRIOR TO DISTRIBUTION OF THE BENEFIT.
SUCH DISTRIBUTION SHALL
COMPLETELY DISCHARGE THE COMPANY FROM ALL LIABILITY WITH RESPECT TO SUCH
BENEFIT.
8.5.
Conditions to Receive Severance Benefits.
Executive will receive the Severance Benefits or the Change of Control Severance