IN CLAUSES (A) AND (B) SHALL BE HEREINAFTER
REFERRED TO AS THE "ACCRUED OBLIGATIONS"); AND
(2)
THE SUM OF (A) THE AMOUNT EQUAL TO THE EXECUTIVE'S ANNUAL BASE
SALARY DURING THE ONE YEAR PERIOD PRIOR TO THE DATE OF TERMINATION AND (B) THE
GREATER OF (X) THE TARGET BONUS ESTABLISHED BY THE BOARD (OR ANY OTHER PERSON OR
PERSONS HAVING AUTHORITY WITH RESPECT THERETO) FOR THE EXECUTIVE FOR THE FISCAL
YEAR IN WHICH THE DATE OF TERMINATION OCCURS AND (Y) THE ANNUAL BONUS PAID TO
THE EXECUTIVE FOR THE MOST RECENTLY COMPLETED FISCAL YEAR.
(II)
FOR 12 MONTHS AFTER THE DATE OF TERMINATION, OR SUCH LONGER
PERIOD AS MAY BE PROVIDED BY THE TERMS OF THE APPROPRIATE PLAN, PROGRAM,
PRACTICE OR POLICY, THE COMPANY SHALL CONTINUE TO 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 LIFE INSURANCE, MEDICAL, DENTAL, HEALTH AND
ACCIDENT AND DISABILITY PLANS IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION OR, IF MORE FAVORABLE TO THE EXECUTIVE AND [HIS/HER] FAMILY, IN
EFFECT GENERALLY AT ANY TIME THEREAFTER WITH RESPECT TO OTHER PEER EXECUTIVES OF
THE COMPANY AND ITS AFFILIATED COMPANIES; PROVIDED, HOWEVER, THAT IF THE
EXECUTIVE BECOMES REEMPLOYED WITH ANOTHER EMPLOYER AND IS ELIGIBLE TO RECEIVE A
PARTICULAR TYPE OF BENEFITS (E.G., HEALTH INSURANCE BENEFITS) FROM SUCH EMPLOYER
ON TERMS AT LEAST AS FAVORABLE TO THE EXECUTIVE AND [HIS/HER] FAMILY AS THOSE
BEING PROVIDED BY THE COMPANY, THEN THE COMPANY SHALL NO LONGER BE REQUIRED TO
PROVIDE THOSE PARTICULAR BENEFITS TO THE EXECUTIVE AND [HIS/HER] FAMILY.
AT THE
END OF SUCH 12 MONTH PERIOD, THE EXECUTIVE MAY CONTINUE SUCH PLANS ON [HIS/HER]
OWN BEHALF OR PURSUANT TO COBRA, IF APPLICABLE, AND SHALL BE RESPONSIBLE FOR ALL
PREMIUMS THEREAFTER;
(III)
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 (SUCH OTHER
AMOUNTS AND BENEFITS SHALL BE HEREINAFTER REFERRED TO AS THE "OTHER BENEFITS");
AND
(IV)
FOR PURPOSES OF DETERMINING ELIGIBILITY (BUT NOT THE TIME OF
COMMENCEMENT OF BENEFITS) OF THE EXECUTIVE FOR RETIREE BENEFITS TO WHICH THE
EXECUTIVE IS ENTITLED, THE EXECUTIVE SHALL BE CONSIDERED TO HAVE REMAINED
EMPLOYED BY THE COMPANY UNTIL 12 MONTHS AFTER THE DATE OF TERMINATION.
(B)
RESIGNATION WITHOUT GOOD REASON; TERMINATION FOR DEATH OR
DISABILITY.
IF THE EXECUTIVE VOLUNTARILY TERMINATES [HIS/HER] EMPLOYMENT WITH
THE COMPANY WITHIN 12 MONTHS FOLLOWING THE CHANGE IN CONTROL DATE, EXCLUDING A
TERMINATION FOR GOOD REASON, OR IF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
IS TERMINATED BY REASON OF THE EXECUTIVE'S DEATH OR DISABILITY WITHIN 12 MONTHS
FOLLOWING THE CHANGE IN CONTROL DATE, THEN THE COMPANY SHALL (I) PAY THE
EXECUTIVE