OF A PARACHUTE EXCISE TAX.
(B)
"CODE" MEANS THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND ALL RULES AND REGULATIONS PROMULGATED THEREUNDER.
(C)
"PARACHUTE EXCISE TAX" MEANS THE FEDERAL
EXCISE TAX LEVIED ON CERTAIN "EXCESS PARACHUTE PAYMENTS" UNDER SECTION 4999 OF
THE CODE OR ANY SUCCESSOR PROVISION.
(D)
"TOTAL AFTER-TAX PAYMENTS" MEANS THE TOTAL
VALUE OF ALL "PARACHUTE PAYMENTS" (AS THAT TERM IS DEFINED IN
SECTION 280G(B)(2) OF THE CODE) MADE TO OR FOR THE BENEFIT OF EMPLOYEE (WHETHER
MADE UNDER THIS AGREEMENT OR OTHERWISE), AFTER REDUCTION FOR ALL APPLICABLE
TAXES (INCLUDING, WITHOUT LIMITATION, THE PARACHUTE EXCISE TAX).
(E)
"TOTAL PAYMENTS" MEANS THE TOTAL OF ALL
"PARACHUTE PAYMENTS" (AS THAT TERM IS DEFINED IN SECTION 280G(B)(2) OF THE CODE,
BUT DETERMINED WITHOUT REGARD TO SECTION 280G(B)(2)(A)(II)) MADE TO OR FOR THE
BENEFIT OF EMPLOYEE, WHETHER MADE UNDER THIS AGREEMENT OR OTHERWISE.
9.7.
TERMINATION FOR DISABILITY.
(A)
IF EMPLOYEE IS UNABLE, AFTER ANY REASONABLE
ACCOMMODATION REQUIRED BY LAW, TO PERFORM EMPLOYEE'S DUTIES AND RESPONSIBILITIES
HEREUNDER BY REASON OF ILLNESS INJURY OR INCAPACITY FOR MORE THAN SIX
(6) CONSECUTIVE MONTHS, DURING WHICH TIME THE COMPANY SHALL CONTINUE TO
COMPENSATE EMPLOYEE HEREUNDER (WITH SUCH COMPENSATION TO BE REDUCED BY THE
AMOUNT OF ANY DISABILITY PAYMENT OR SIMILAR PAYMENT RECEIVED BY EMPLOYEE FOR
THIS TIME PERIOD UNDER ANY PLAN SPONSORED BY THE COMPANY OR THROUGH WORKERS'
COMPENSATION), EMPLOYEE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED BY COMPANY.
(B)
IN THE EVENT OF A TERMINATION OF EMPLOYEE'S
EMPLOYMENT HEREUNDER PURSUANT TO SECTION 9.7(A), EMPLOYEE WILL BE ENTITLED TO
RECEIVE ALL ACCRUED AND UNPAID (AS OF THE DATE OF SUCH TERMINATION) BASE SALARY,
BENEFITS AND BONUSES.
IN ADDITION, ALL OUTSTANDING OPTIONS SHALL BECOME
IMMEDIATELY VESTED AND EXERCISABLE.
FINALLY, FOR A PERIOD OF THIRTY (30) MONTHS
FOLLOWING THE DATE OF SUCH TERMINATION:
(I)
THE COMPANY WILL MAKE MONTHLY
SUPPLEMENTAL DISABILITY PAYMENTS TO EMPLOYEE, EACH EQUAL TO ONE-SIXTH (1/6) OF
THE EMPLOYEE'S BASE SALARY AS OF THE DATE OF TERMINATION;
10
(II)
THE COMPANY WILL: (A) WAIVE THE APPLICABLE
HEALTHCARE PREMIUM OTHERWISE PAYABLE FOR COBRA CONTINUATION COVERAGE FOR THE
EMPLOYEE (AND, TO THE EXTENT COVERED IMMEDIATELY PRIOR TO THE DATE OF THE
EMPLOYEE'S TERMINATION, HIS SPOUSE AND DEPENDENTS), PLUS (B) ONCE COBRA
CONTINUATION COVERAGE EXPIRES (UNLESS SUCH EXPIRATION IS DUE TO ELIGIBILITY FOR
OTHER GROUP HEALTH INSURANCE OR MEDICARE), REIMBURSE EMPLOYEE, ON AN AFTER-TAX
BASIS, FOR PREMIUMS PAID FOR HEALTH INSURANCE COVERAGE PROVIDING BENEFITS
SUBSTANTIALLY SIMILAR TO THOSE THEN PROVIDED TO ACTIVE EMPLOYEES OF THE COMPANY;
AND
(III)
THE COMPANY WILL CONTINUE TO PROVIDE THE
BENEFITS DESCRIBED IN ITEMS 1, 3, 6, 7, AND 8 OF SCHEDULE A, ATTACHED HERETO.
(C)
AMOUNTS PAYABLE UNDER SECTION 9.7(A) OR
(B) WILL BE REDUCED BY ANY DISABILITY OR LIFE INSURANCE BENEFITS PAYABLE WITH
RESPECT TO THE SAME PERIOD UNDER ANY COMPANY FUNDED DISABILITY OR DEATH BENEFIT
PLAN, POLICY OR ARRANGEMENT OR UNDER THE SOCIAL SECURITY ACT.
TO THE EXTENT ANY
INSURANCE BENEFIT DESCRIBED IN THE PRECEDING SENTENCE IS EXEMPT FROM FEDERAL
INCOME TAX, THEN FOR PURPOSES OF THIS REDUCTION, THE AMOUNT