SHALL NOT BE ENTITLED TO RECEIVE ANY BENEFITS DESCRIBED IN THIS
AGREEMENT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN.
3.2
SEVERANCE PAYMENT. UPON THE OCCURRENCE OF AN INVOLUNTARY
TERMINATION WITHOUT CAUSE DURING THE CHANGE IN CONTROL PERIOD, EMPLOYEE SHALL
RECEIVE AN AMOUNT (THE "SEVERANCE PAYMENT") EQUAL TO THE SUM OF (A) THE PRODUCT
OF (I) HIS OR HER ANNUAL COMPENSATION AND (II) HIS OR HER SEVERANCE FACTOR AND
(B) A PRO-RATA BONUS OF $[BONUS] (PRO-RATED BASED ON DAYS SERVED IN THE YEAR IN
WHICH THE DATE OF TERMINATION OCCURS). THE SEVERANCE PAYMENT SHALL BE PAID IN
ONE LUMP SUM CASH PAYMENT, ON THE DATE OF TERMINATION (SUBJECT TO THE
EFFECTIVENESS OF THE EMPLOYEE'S GENERAL WAIVER AND RELEASE DESCRIBED IN SECTION
4.3), LESS ANY APPLICABLE WITHHOLDING OF FEDERAL, STATE OR LOCAL TAXES.
3.3
HEALTH INSURANCE COVERAGE. FOLLOWING THE OCCURRENCE OF AN
INVOLUNTARY TERMINATION WITHOUT CAUSE DURING THE CHANGE IN CONTROL PERIOD, THE
COMPANY (OR ANY SUCCESSOR ENTITY THERETO) SHALL PROVIDE EMPLOYEE AND EMPLOYEE'S
ELIGIBLE BENEFICIARIES (THE "COVERED PERSONS") FOR A PERIOD OF AT LEAST TWO
YEARS AFTER THE DATE OF TERMINATION WITH MEDICAL, DENTAL AND VISION INSURANCE
COVERAGE AND BENEFITS (THE "COVERED BENEFITS") ON TERMS THAT ARE NO LESS
FAVORABLE IN ANY RESPECT TO THE MEDICAL, DENTAL AND VISION INSURANCE COVERAGE
AND BENEFITS PROVIDED TO SUCH COVERED PERSONS BY THE COMPANY IMMEDIATELY PRIOR
TO THE CONSUMMATION OF THE CHANGE IN CONTROL. THE COVERED BENEFITS SHALL BE
PROVIDED TO THE COVERED PERSONS AT THE SOLE EXPENSE OF THE COMPANY (OR THE
SUCCESSOR THERETO), AND SHALL CONTINUE TO BE PROVIDED PURSUANT TO THIS SECTION
3.3 REGARDLESS OF WHETHER SUCH COVERED PERSONS SUBSEQUENTLY BECOME ELIGIBLE FOR
MEDICAL, DENTAL OR VISION INSURANCE FROM ANOTHER EMPLOYER.
3.4
MITIGATION. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN,
EMPLOYEE SHALL NOT BE REQUIRED TO MITIGATE DAMAGES OR THE AMOUNT OF ANY PAYMENT
PROVIDED UNDER THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, NOR
SHALL THE AMOUNT OF ANY PAYMENT PROVIDED FOR UNDER THIS AGREEMENT BE REDUCED BY
ANY COMPENSATION EARNED BY EMPLOYEE AS A RESULT OF EMPLOYMENT BY ANOTHER
EMPLOYER OR BY RETIREMENT BENEFITS AFTER THE DATE OF THE INVOLUNTARY TERMINATION
WITHOUT CAUSE, OR OTHERWISE.
3.5
COMPLIANCE WITH SECTION 409A. NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, IF AT THE TIME OF EMPLOYEE'S TERMINATION OF EMPLOYMENT WITH THE
COMPANY EMPLOYEE IS A "SPECIFIED EMPLOYEE" AS DEFINED IN SECTION 409A OF THE
U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND THE COMPANY
NOTIFIES EMPLOYEE THAT, BASED ON THE ADVICE OF COUNSEL, THE DEFERRAL OF THE
COMMENCEMENT OF ANY PAYMENTS OR BENEFITS OTHERWISE PAYABLE HEREUNDER AS A RESULT
OF SUCH TERMINATION EMPLOYMENT IS NECESSARY IN ORDER TO COMPLY WITH SECTION 409A
OF THE CODE, THEN THE COMPANY WILL DEFER THE COMMENCEMENT OF THE PAYMENT OF ANY
SUCH PAYMENTS OR BENEFITS HEREUNDER (WITHOUT ANY REDUCTION IN SUCH PAYMENTS OR
BENEFITS ULTIMATELY PAID OR PROVIDED TO EMPLOYEE) UNTIL THE DATE THAT IS SIX
MONTHS FOLLOWING EMPLOYEE'S
3
termination of employment with the Company (or the earliest date as is permitted
under