(3)
A LUMP-SUM PAYMENT EQUAL TO THREE TIMES THE
HIGHEST ANNUAL BONUS ALLOWED UNDER THE EXECUTIVE BONUS PLAN FOR THE EXECUTIVE
DURING THE THREE-YEAR PERIOD PRECEDING THE DATE OF THE CHANGE OF CONTROL; AND
(4)
CONTINUED MEDICAL AND DENTAL COVERAGE FOR
THREE YEARS FROM THE TERMINATION DATE AT NO COST TO THE EXECUTIVE.
B.
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE
OF CONTROL" SHALL BE DEEMED TO HAVE TAKEN PLACE UPON THE EARLIEST OCCURRENCE OF
ANY OF THE FOLLOWING: (I) A TENDER OFFER IS MADE AND CONSUMMATED FOR THE
BENEFICIAL OWNERSHIP OF 25% OR MORE OF THE OUTSTANDING VOTING SECURITIES OF PSI;
(II) PSI IS MERGED OR CONSOLIDATED WITH ANOTHER CORPORATION, AND AS A RESULT OF
SUCH MERGER OR CONSOLIDATION, LESS THAN 75% OF THE OUTSTANDING VOTING SECURITIES
OF THE SURVIVING OR RESULTING CORPORATION ARE BENEFICIALLY OWNED IN THE
AGGREGATE BY THE PERSONS OR ENTITIES WHO WERE SHAREHOLDERS OF PSI IMMEDIATELY
PRIOR TO SUCH MERGER OR CONSOLIDATION; (III) PSI SELLS ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS TO ANOTHER ENTITY OR PERSON THAT IS NOT A WHOLLY OWNED SUBSIDIARY;
(IV) DURING ANY 15-MONTH PERIOD, INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD
CONSTITUTED THE BOARD (INCLUDING FOR THIS PURPOSE ANY NEW MEMBER WHOSE ELECTION
OR NOMINATION FOR ELECTION BY THE SHAREHOLDERS OF PSI WAS APPROVED BY A VOTE OF
AT LEAST 2/3 OF THE MEMBERS THEN STILL IN OFFICE AND WHO WERE MEMBERS AT THE
BEGINNING OF SUCH PERIOD) CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY
OF THE BOARD; (V) THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES, IN ITS
SOLE DISCRETION, THAT A CHANGE OF CONTROL HAS OCCURRED FOR PURPOSES OF THIS
AGREEMENT; (VI) THE COMPANY SELLS ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO
ANOTHER ENTITY OR PERSON THAT IS NOT A SUBSIDIARY OR AFFILIATE OF THE COMPANY OR
(VII) 80% OR MORE OF THE OUTSTANDING VOTING SECURITIES OF THE COMPANY ARE
ACQUIRED BY ANY PERSON OR ENTITY OTHER THAN PSI, ITS SUBSIDIARIES OR AFFILIATES.
C.
FOR PURPOSES OF THIS AGREEMENT,
"EFFECTIVE PERIOD" SHALL MEAN THE PERIOD BEGINNING ON THE DATE OF A CHANGE OF
CONTROL AND ENDING ON THE EARLIER OF THE THIRD ANNIVERSARY OF THE CHANGE OF
CONTROL OR THE EXPIRATION OF THE TERM.
D.
TO THE EXTENT THAT THE ACCELERATION OF
VESTING OR ANY PAYMENT, DISTRIBUTION OR ISSUANCE MADE TO THE EXECUTIVE IN THE
EVENT OF A CHANGE OF CONTROL IS SUBJECT TO FEDERAL INCOME, EXCISE OR OTHER TAX
AT A RATE ABOVE THE RATE ORDINARILY APPLICABLE TO COMPENSATION PAID IN THE
ORDINARY COURSE OF BUSINESS (COLLECTIVELY, A "PARACHUTE TAX"), WHETHER AS A
RESULT OF THE PROVISIONS OF SECTION 280G AND 4999 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY SIMILAR OR ANALOGOUS PROVISIONS OF ANY STATUTE
ADOPTED SUBSEQUENT TO THE DATE HEREOF, OR OTHERWISE, THEN THE COMPANY SHALL PAY
TO THE EXECUTIVE AN ADDITIONAL SUM (THE "ADDITIONAL AMOUNT") SUCH THAT THE NET
AMOUNT RECEIVED BY THE EXECUTIVE, AFTER PAYING ANY APPLICABLE PARACHUTE TAX AND
ANY FEDERAL OR STATE