PAYMENTS
AND BENEFITS PROVIDED UNDER
6
PARAGRAPHS 5(C) OR (D) ABOVE, BUT IN ADDITION TO THE AMOUNTS PAYABLE UNDER
PARAGRAPH 5(A) ABOVE:
(I)
TWO MULTIPLIED BY THE EXECUTIVE'S BASE SALARY AS IN EFFECT ON THE
DATE OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.
(II)
TWO MULTIPLIED BY THE ANNUAL BONUS.
(III)
CONTINUED COVERAGE FOR A PERIOD OF 24 MONTHS FROM THE EXECUTIVE'S
TERMINATION UNDER THE COMPANY'S MEDICAL, DENTAL, LIFE, DISABILITY, 401(K),
PROFIT SHARING AND OTHER EXECUTIVE BENEFIT PLANS, AT THE SAME COST TO THE
EXECUTIVE AS IN EFFECT ON THE DATE OF THE CHANGE IN CONTROL (OR, IF LOWER, AS IN
EFFECT AT ANY TIME THEREAFTER).
IF THE COMPANY DETERMINES THAT THE EXECUTIVE
CANNOT PARTICIPATE IN ANY BENEFIT PLAN BECAUSE SHE IS NOT ACTIVELY PERFORMING
SERVICES FOR THE COMPANY, THE COMPANY MAY PROVIDE SUCH BENEFITS UNDER AN
ALTERNATE ARRANGEMENT, SUCH AS THROUGH THE PURCHASE OF AN INDIVIDUAL INSURANCE
POLICY THAT PROVIDES SIMILAR BENEFITS OR, IF APPLICABLE, THROUGH A NONQUALIFIED
PENSION OR PROFIT SHARING PLAN.
THE AMOUNT OF SUCH CONTINUED COVERAGE WILL BE
DETERMINED, IF APPLICABLE, BY ADDING 24 ADDITIONAL MONTHS OF AGE AND SERVICE TO
THE EXECUTIVE'S ACTUAL AGE AND SERVICE AS OF THE EXECUTIVE'S TERMINATION DATE
AND AS IF THE EXECUTIVE EARNED COMPENSATION DURING SUCH 24-MONTH PERIOD AT THE
RATE IN EFFECT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING HER TERMINATION
DATE.
THE EXECUTIVE'S ELIGIBILITY FOR ANY RETIREE MEDICAL OR LIFE COVERAGE
FOLLOWING SUCH TERMINATION DATE WILL ALSO BE DETERMINED BY ADDING 24 ADDITIONAL
MONTHS OF AGE AND SERVICE TO THE EXECUTIVE'S ACTUAL AGE AND SERVICE AS OF THE
TERMINATION DATE.
(IV)
OBTAIN PROFESSIONAL OUTPLACEMENT SERVICES FOR THE EXECUTIVE, AT
THE COMPANY'S EXPENSE, TO BE PERFORMED BY A NATIONALLY RECOGNIZED OUTPLACEMENT
FIRM SELECTED BY THE EXECUTIVE.
(V)
THE 24-MONTH PERIOD OF BENEFIT CONTINUATION FOLLOWING THE DATE OF
TERMINATION WILL COUNT FOR PURPOSES OF DETERMINING THE EXECUTIVE'S AGE AND
SERVICE WITH THE COMPANY WITH RESPECT TO (A) ELIGIBILITY, VESTING AND THE AMOUNT
OF BENEFITS UNDER THE COMPANY'S EXECUTIVE BENEFIT PLANS, AND (B) THE VESTING OF
ANY OUTSTANDING STOCK OPTIONS, RESTRICTED STOCK OR OTHER EQUITY-BASED
COMPENSATION AWARDS.
(B)
TIMING OF PAYMENT.
ALL PAYMENTS UNDER PARAGRAPHS (A)(I), (II) AND
(IV) ABOVE, AND PARAGRAPH (C) BELOW, WILL BE MADE IN A LUMP SUM CASH PAYMENT AS
SOON AS PRACTICABLE, BUT IN NO EVENT MORE THAN 10 DAYS AFTER THE EXECUTIVE'S
TERMINATION OF EMPLOYMENT (OR THE DATE OF THE CHANGE IN CONTROL, IF
APPLICABLE).
IF THE TOTAL AMOUNT OF BONUS IS NOT DETERMINABLE ON THAT DATE, THE
COMPANY WILL PAY THE AMOUNT OF BONUS THAT IS DETERMINABLE, AND WILL PAY THE
REMAINDER IN A LUMP SUM CASH PAYMENT WITHIN 10 DAYS OF THE DATE THAT ANNUAL
PERFORMANCE RESULTS ARE FINALIZED.
(C)
[INTENTIONALLY OMITTED]
7
(D)
DEFINITION OF CHANGE IN CONTROL.
FOR PURPOSES OF THE AGREEMENT, A
"CHANGE IN CONTROL" OF THE COMPANY WILL BE DEEMED TO OCCUR AS OF THE FIRST DAY
THAT ANY ONE OR MORE OF THE FOLLOWING CONDITIONS IS SATISFIED:
(I)
THE "BENEFICIAL OWNERSHIP" (AS DEFINED IN RULE 13D-3 UNDER THE