PURSUANT TO THE FEDERAL "COBRA" LAW,
29 U.S.C.
§ 1161 ET SEQ., PROVIDE TO YOU REIMBURSEMENT FOR THE SHARE OF THE PREMIUM FOR
GROUP MEDICAL AND DENTAL THAT IS PAID BY THE COMPANY FOR ACTIVE AND
SIMILARLY-SITUATED EMPLOYEES WHO RECEIVE THE SAME TYPE OF COVERAGE, UNTIL THE
DATE 12 MONTHS AFTER THE DATE OF TERMINATION, PROVIDED, HOWEVER, THAT THE
COMPANY'S OBLIGATION TO MAKE THE AFORESAID PAYMENTS OR PROVIDE THE AFORESAID
BENEFITS SHALL IMMEDIATELY TERMINATE IN THE EVENT THAT YOU VIOLATE THE
PROVISIONS OF SECTION 4 OR SECTION
5 DURING SUCH 12 MONTH PERIOD.
THE PAYMENT
TO YOU OF THE AMOUNTS PAYABLE UNDER THIS SECTION 3.1
SHALL BE CONTINGENT UPON
YOUR EXECUTION OF A RELEASE IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY AND
(II) SHALL CONSTITUTE YOUR SOLE REMEDY IN THE EVENT OF A TERMINATION OF YOUR
EMPLOYMENT IN THE CIRCUMSTANCES SET FORTH IN THIS SECTION 3.1.
3.2
"CAUSE" SHALL, FOR THE PURPOSES OF
SECTION 3.1, MEAN (A) YOUR WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY
PERFORM YOUR REASONABLE ASSIGNED DUTIES (OTHER THAN ANY SUCH FAILURE RESULTING
FROM INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS), WHICH FAILURE IS NOT CURED
WITHIN 30 DAYS AFTER A WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS RECEIVED BY
YOU FROM THE BOARD WHICH SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE BOARD
BELIEVES YOU HAVE NOT SUBSTANTIALLY PERFORMED YOUR DUTIES; OR (B) YOUR WILLFUL
ENGAGEMENT IN ILLEGAL CONDUCT OR GROSS MISCONDUCT WHICH IS MATERIALLY AND
DEMONSTRABLY INJURIOUS TO THE COMPANY.
FOR PURPOSES OF THIS SECTION 3.2, NO ACT
OR FAILURE TO ACT BY YOU SHALL BE CONSIDERED "WILLFUL" UNLESS IT IS DONE, OR
OMITTED TO BE DONE, IN BAD FAITH AND WITHOUT REASONABLE BELIEF THAT YOUR ACTION
OR OMISSION WAS IN THE BEST INTERESTS OF THE COMPANY.
3.3
"CHANGE IN CONTROL" MEANS AN EVENT OR
OCCURRENCE SET FORTH IN ANY ONE OR MORE OF SUBSECTIONS (A) THROUGH (D) BELOW
(INCLUDING AN EVENT OR OCCURRENCE THAT CONSTITUTES A CHANGE IN CONTROL UNDER ONE
OF SUCH SUBSECTIONS BUT IS SPECIFICALLY EXEMPTED FROM ANOTHER SUCH SUBSECTION):
(A)
THE ACQUISITION BY AN INDIVIDUAL, ENTITY OR
GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")) (A "PERSON") OF
BENEFICIAL OWNERSHIP OF ANY CAPITAL STOCK OF THE COMPANY IF, AFTER SUCH
ACQUISITION, SUCH PERSON BENEFICIALLY OWNS (WITHIN THE MEANING OF RULE 13D-3
PROMULGATED UNDER THE EXCHANGE ACT) 50% OR MORE OF EITHER (X) THE
THEN-OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY (THE "OUTSTANDING COMPANY
COMMON STOCK") OR (Y) THE COMBINED VOTING POWER OF THE THEN-OUTSTANDING
SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS (THE "OUTSTANDING COMPANY VOTING SECURITIES"); PROVIDED, HOWEVER, THAT
FOR PURPOSES OF THIS SUBSECTION (A), THE FOLLOWING ACQUISITIONS SHALL NOT
CONSTITUTE A CHANGE IN CONTROL: (I) ANY ACQUISITION DIRECTLY FROM THE COMPANY
(EXCLUDING AN ACQUISITION PURSUANT TO THE EXERCISE, CONVERSION OR EXCHANGE OF
ANY SECURITY EXERCISABLE FOR, CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK
OR VOTING SECURITIES OF THE COMPANY, UNLESS THE PERSON