UNDER SECTIONS
6(B) AND (C) WILL BE PAYABLE IN A LUMP SUM WITHIN 30 DAYS AFTER THE EFFECTIVE
DATE OF TERMINATION, SUBJECT TO SECTIONS 6(I) AND (J) BELOW.
(E)
PAYMENTS IN LIEU OF HEALTH INSURANCE PLANS.
IF SEVERANCE IS PAYABLE UNDER SECTION 6(B), IN ADDITION TO THE PAYMENTS REQUIRED
BY SECTIONS 6(B) AND (C), IF EMPLOYEE PROPERLY ELECTS PURSUANT TO COBRA TO
CONTINUE COVERAGE UNDER THE COMPANY'S HEALTH INSURANCE PLANS IN WHICH HE OR SHE
WAS PARTICIPATING AS OF THE EFFECTIVE DATE OF TERMINATION, FOR TWELVE MONTHS
FOLLOWING TERMINATION, THE COMPANY WILL REIMBURSE EMPLOYEE (WITHIN 15 DAYS AFTER
SUBMISSION TO THE COMPANY OF PROOF OF PAYMENT) AN AMOUNT EQUAL TO (I) THE
MONTHLY COBRA PREMIUMS PAID BY EMPLOYEE FOR SUCH COVERAGE, INCLUDING ANY
ADMINISTRATIVE CHARGE IMPOSED BY THE COMPANY, MINUS (II) THE MONTHLY AMOUNTS
THAT EMPLOYEE WOULD HAVE PAID FOR COVERAGE UNDER THOSE PLANS IF HIS OR HER
EMPLOYMENT HAD NOT BEEN TERMINATED. IF EMPLOYEE DOES NOT ELECT TO CONTINUE
COVERAGE PURSUANT TO COBRA, THE COMPANY WILL NOT BE OBLIGATED TO PAY TO EMPLOYEE
OR FOR EMPLOYEE'S BENEFIT ANY AMOUNT IN RESPECT OF HEALTH INSURANCE AFTER
TERMINATION OF EMPLOYMENT. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY IS NOT
OBLIGATED TO PROVIDE INSURANCE COVERAGE AFTER TERMINATION OF HIS OR HER
EMPLOYMENT AND THAT IT IS SOLELY EMPLOYEE'S RESPONSIBILITY TO ELECT COBRA
COVERAGE OR OBTAIN ALTERNATIVE INSURANCE FOLLOWING ANY TERMINATION. THE
COMPANY'S OBLIGATION TO MAKE PAYMENTS UNDER THIS SECTION 6(E) SHALL TERMINATE IF
EMPLOYEE BECOMES ELIGIBLE TO PARTICIPATE IN ANY HEALTH INSURANCE PLAN OF A
SUBSEQUENT EMPLOYER BEFORE THE END OF THE TWELVE-MONTH PERIOD FOLLOWING
TERMINATION, WITHOUT REGARD TO THE RELATIVE LEVELS OF BENEFITS PROVIDED BY THE
COMPANY'S PLANS AND THE PLANS OF SUCH SUBSEQUENT EMPLOYER.
(F)
SEVERANCE UPON DEATH OR DISABILITY. IF
EMPLOYEE'S EMPLOYMENT IS TERMINATED AS A RESULT OF EMPLOYEE'S DEATH OR
DISABILITY, THE COMPANY SHALL PAY SEVERANCE TO EMPLOYEE OR HIS OR HER ESTATE IN
THE AMOUNTS AND AT THE TIMES PROVIDED IN SECTIONS 6(B) THROUGH (E) ABOVE, AND
SECTIONS 6(I) AND (J) SHALL NOT APPLY TO SUCH SEVERANCE.
(G)
INCREASED SEVERANCE UPON TERMINATION
FOLLOWING CHANGE OF CONTROL. IF SEVERANCE IS PAYABLE UNDER SECTION 6(B), AND IF
NOTICE OF TERMINATION WAS GIVEN BY THE COMPANY OR EMPLOYEE WITHIN 365 DAYS AFTER
A CHANGE OF CONTROL, (I) THE SEVERANCE PAYABLE UNDER SECTION 6(B) SHALL BE 12
TIMES EMPLOYEE'S BASE MONTHLY COMPENSATION UNDER SECTION 3(A) AS IN EFFECT ON
THE EFFECTIVE DATE OF TERMINATION, (II) THE SEVERANCE PAYABLE UNDER
SECTION 6(C) SHALL BE THE FULL AMOUNT OF THE BONUS OR AVERAGE BONUS DESCRIBED
THEREIN AND SHALL NOT BE PRO RATED TO THE DATE OF TERMINATION AND (III) THE
REIMBURSEMENT OF COBRA PREMIUMS PURSUANT TO SECTION 6(E) SHALL CONTINUE FOR 12
MONTHS FOLLOWING TERMINATION (SUBJECT TO THE LAST SENTENCE OF SECTION 6(E)).
INCREASED SEVERANCE UNDER CLAUSES (I) AND (II) OF THIS SECTION 6(G) SHALL BE
PAYABLE AS PROVIDED IN SECTION 6(D).
(H)
SEVERANCE CONDITIONED ON RELEASE. THE RIGHT
OF EMPLOYEE OR EMPLOYEE'S ESTATE TO RECEIVE SEVERANCE AND OTHER PAYMENTS AS
PROVIDED IN SECTIONS 6(B)