WHICH SUCH VESTING
OCCURS.
NOTWITHSTANDING THE FOREGOING, SUCH SETTLEMENT SHALL BE SUBJECT TO ANY
DELAY PERIOD REQUIRED UNDER SECTION 5.6 OF THIS AGREEMENT.
3.6
HEALTH & WELFARE BENEFITS COVERAGE.
(A)
FOLLOWING THE OCCURRENCE OF A TERMINATION EVENT DESCRIBED IN THIS
ARTICLE III, TO THE EXTENT PERMITTED BY COBRA AND BY THE COMPANY'S GROUP HEALTH
INSURANCE POLICIES, EXECUTIVE AND/OR EXECUTIVE'S COVERED DEPENDENTS WILL BE
ELIGIBLE TO CONTINUE THEIR HEALTH INSURANCE BENEFITS AT THEIR OWN EXPENSE.
HOWEVER, IF EXECUTIVE AND/OR EXECUTIVE'S COVERED DEPENDENTS TIMELY ELECTS COBRA
CONTINUATION FOR EXECUTIVE AND/OR EXECUTIVE'S COVERED DEPENDENTS, THE COMPANY
SHALL REIMBURSE EXECUTIVE'S AND/OR EXECUTIVE'S COVERED DEPENDENTS' COBRA
CONTINUATION PREMIUMS FOR GROUP HEALTH COVERAGE FOR 24 MONTHS, PROVIDED
7
THAT THE COMPANY'S OBLIGATION TO MAKE SUCH REIMBURSEMENTS SHALL CEASE
IMMEDIATELY TO THE EXTENT THAT EXECUTIVE AND/OR EXECUTIVE'S COVERED DEPENDENTS
ARE NO LONGER ENTITLED TO RECEIVE COBRA CONTINUATION COVERAGE.
EXECUTIVE AGREES
TO NOTIFY A DULY AUTHORIZED OFFICER OF THE COMPANY, IN WRITING, IMMEDIATELY UPON
EXECUTIVE'S AND/OR A COVERED DEPENDENT'S BEGINNING TO RECEIVE HEALTH BENEFITS
FROM ANOTHER SOURCE, OR AS OTHERWISE REQUIRED BY COBRA.
THIS
SECTION 3.6(A) PROVIDES ONLY FOR THE COMPANY'S REIMBURSEMENT OF COBRA
CONTINUATION PREMIUMS FOR THE PERIODS SPECIFIED ABOVE.
THIS SECTION 3.6(A) DOES
NOT AFFECT THE RIGHTS OF EXECUTIVE OR EXECUTIVE'S COVERED DEPENDENTS UNDER ANY
APPLICABLE LAW WITH RESPECT TO HEALTH INSURANCE CONTINUATION COVERAGE.
SUCH
REIMBURSEMENT SHALL BE MADE AS SOON AS ADMINISTRATIVELY FEASIBLE FOLLOWING THE
COMPANY'S RECEIPT OF APPROPRIATE DOCUMENTATION.
ARTICLE IV
TERMINATION FOR CAUSE
4.1
GENERAL EFFECT OF TERMINATION FOR CAUSE.
IN
THE EVENT EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES IS
INVOLUNTARILY TERMINATED BY THE COMPANY WITH CAUSE AT ANY TIME, WHETHER BEFORE
OR AFTER A CHANGE OF CONTROL, THEN SUCH TERMINATION OF EMPLOYMENT WILL NOT BE A
TERMINATION EVENT, EXECUTIVE WILL NOT BE ENTITLED TO RECEIVE ANY PAYMENTS OR
BENEFITS UNDER THE PROVISIONS OF THIS AGREEMENT, AND THE COMPANY WILL CEASE
PAYING COMPENSATION OR PROVIDING BENEFITS TO EXECUTIVE AS OF EXECUTIVE'S
TERMINATION DATE.
4.2
PROCEDURE FOR "CAUSE" FINDING.
(A)
PRIOR TO A CHANGE IN CONTROL, EXECUTIVE MAY ONLY BE TERMINATED FOR
CAUSE IF A MAJORITY OF THE BOARD THEN IN OFFICE DETERMINES THAT GROUNDS FOR
CAUSE EXIST.
IN THE EVENT OF SUCH DETERMINATION, THE COMPANY WILL GIVE
EXECUTIVE NOTICE OF THE FINDING OF CAUSE WITH REASONABLE SPECIFICITY, AND WILL
PROVIDE EXECUTIVE WITH A REASONABLE OPPORTUNITY TO MEET WITH THE BOARD TO REFUTE
THE FINDING.
(1)
IF EXECUTIVE ELECTS TO APPEAR BEFORE THE BOARD TO DISPUTE THE
FINDING, THE BOARD WILL MEET WITH THE EXECUTIVE.
FOLLOWING SUCH MEETING, THE
BOARD SHALL RECONSIDER ITS INITIAL FINDING AND THE DECISION OF A MAJORITY OF THE
BOARD THEN IN OFFICE WILL BE REQUIRED TO CONFIRM THE DETERMINATION THAT GROUNDS
FOR CAUSE EXIST.
(2)
IF EXECUTIVE DECLINES TO APPEAR BEFORE THE BOARD TO DISPUTE THE
FINDING, THEN THE INITIAL ACTION BY THE BOARD SHALL CONSTITUTE THE DETERMINATION
TO TERMINATE EXECUTIVE FOR CAUSE.
(B)
SUBSEQUENT TO A CHANGE IN CONTROL, THE PROCEDURAL REQUIREMENTS OF
SECTION 4.2(A) SHALL APPLY, EXCEPT THAT THE FINDINGS OF THE BOARD MUST