PAY.
(D)
NON-U.S. PARTICIPANTS.
IN THE CASE OF A PARTICIPANT WHO PERFORMS
ALL OR SUBSTANTIALLY ALL OF HIS OR HER EMPLOYMENT SERVICES OUTSIDE OF THE UNITED
STATES, THE COMPANY MAY, IN ITS DISCRETION, REDUCE THE SEVERANCE PAYMENT
OTHERWISE CALCULATED UNDER SECTION 4.3(A), (B) OR (C) BY THE AMOUNT OF
SEVERANCE-TYPE BENEFITS TO WHICH SUCH PARTICIPANT IS THEN ENTITLED UNDER THE
LAWS OF THE COUNTRY OR COUNTRIES IN WHICH SUCH SERVICES ARE PERFORMED.
4.4
TIME OF SEVERANCE PAYMENT.
SUBJECT TO
SECTION 4.5(E) HEREOF, THE SEVERANCE PAYMENT TO WHICH A PARTICIPANT IS ENTITLED
SHALL BE PAID BY THE COMPANY TO THE PARTICIPANT, IN CASH AND IN FULL, NOT LATER
THAN THE LATER OF (I) TEN CALENDAR DAYS AFTER THE TERMINATION DATE OR, (II) TWO
BUSINESS DAYS
5
FOLLOWING THE DATE OF EFFECTIVENESS OF THE RELEASE (THE "PAYMENT DATE").
IF
SUCH A PARTICIPANT SHOULD DIE BEFORE ALL AMOUNTS PAYABLE TO HIM OR HER HAVE BEEN
PAID, SUCH UNPAID AMOUNTS SHALL BE PAID TO THE PARTICIPANT'S DESIGNATED
BENEFICIARY, IF LIVING, OTHERWISE TO THE PERSONAL REPRESENTATIVE OF THE
PARTICIPANT'S ESTATE.
4.5
OTHER SEVERANCE PROVISIONS.
IN THE EVENT A
SEVERANCE PAYMENT OBLIGATION IS TRIGGERED UNDER THIS PLAN FOR A PARTICIPANT,
SUCH PARTICIPANT SHALL ALSO RECEIVE THE FOLLOWING BENEFITS:
(A)
EQUITY COMPENSATION ACCELERATION.
ONE HUNDRED PERCENT OF
PARTICIPANT'S OUTSTANDING UNVESTED EQUITY COMPENSATION AWARDS SHALL
AUTOMATICALLY ACCELERATE THEIR VESTING SO AS TO BECOME FULLY VESTED AND, WITH
RESPECT TO STOCK OPTIONS AND STOCK APPRECIATION RIGHTS, EXERCISABLE.
(B)
HEALTH INSURANCE.
IN ADDITION, FOR A PERIOD SET FORTH BELOW, THE
COMPANY SHALL BE OBLIGATED TO CONTINUE TO MAKE AVAILABLE TO THE PARTICIPANT AND
TO PAY DIRECTLY OR REIMBURSE PREMIUMS FOR PARTICIPANT AND HIS OR HER COVERED
DEPENDENTS WITHIN THIRTY (30) DAYS OF THE PREMIUM DUE DATE FOR ALL GROUP HEALTH,
DENTAL, VISION AND LIFE INSURANCE PLANS EXISTING ON THE DATE OF THE
PARTICIPANT'S TERMINATION AT THE SAME LEVEL AND WITH THE SAME EMPLOYEE PREMIUM
COST AS PROVIDED TO SUCH PARTICIPANT IMMEDIATELY PRIOR TO THE PARTICIPANT'S
TERMINATION (THE "COMPANY-PAID COVERAGE"); PROVIDED, HOWEVER THAT SUCH PAYMENTS
OR REIMBURSEMENTS SHALL BE DELAYED SIX MONTHS AND ONE DAY FROM THE DATE OF
TERMINATION (AND THEN PAID IN FULL IN ARREARS) TO THE EXTENT REQUIRED TO AVOID
THE IMPOSITION OF ADDITIONAL TAX UNDER INTERNAL REVENUE CODE SECTION 409A ("CODE
SECTION 409A").
IF A PARTICIPANT'S COVERAGE UNDER SUCH PLANS COVERAGE INCLUDED
THE PARTICIPANT'S DEPENDENTS IMMEDIATELY PRIOR TO THE PARTICIPANT'S TERMINATION,
SUCH DEPENDENTS SHALL ALSO BE COVERED AT COMPANY EXPENSE.
COMPANY-PAID COVERAGE
SHALL CONTINUE FOR THREE YEARS FOR THE COMPANY'S CHIEF EXECUTIVE OFFICER, FOR
TWO YEARS FOR THE COMPANY'S OFFICER VICE-PRESIDENTS AND FOR ONE YEAR FOR THE
COMPANY'S NON-OFFICER VICE PRESIDENTS.
FOR PURPOSES OF THE CONTINUATION HEALTH
COVERAGE REQUIRED UNDER SECTION 4980B OF THE CODE ("COBRA"), THE DATE OF THE
"QUALIFYING EVENT" GIVING RISE TO A PARTICIPANT'S COBRA ELECTION PERIOD (AND
THAT OF HIS "QUALIFYING BENEFICIARIES") SHALL BE THE LAST DATE ON WHICH THE
PARTICIPANT RECEIVES COMPANY-PAID COVERAGE UNDER THIS PLAN.
(C)
OUTPLACEMENT ASSISTANCE.
ON TERMINATION, THE PARTICIPANT SHALL BE
ENTITLED TO REASONABLE, PRE-APPROVED COMPANY-PAID OUTPLACEMENT