to be done, or omitted to be done, by the Participant in good faith and
in the best interests of the Corporation, Subsidiaries or its affiliates.
(IV)
A TERMINATION DUE TO A QUALIFIED SALE OF BUSINESS SHALL HAVE
OCCURRED WHERE AN EMPLOYER OR AN AFFILIATE OF AN EMPLOYER HAS SOLD, DISTRIBUTED
OR OTHERWISE DISPOSED OF THE SUBSIDIARY, BRANCH OR OTHER BUSINESS UNIT IN WHICH
THE PARTICIPANT WAS EMPLOYED IMMEDIATELY BEFORE SUCH SALE, DISTRIBUTION OR
DISPOSITION AND THE PARTICIPANT HAS BEEN OFFERED EMPLOYMENT WITH THE PURCHASER
OF SUCH SUBSIDIARY, BRANCH OR OTHER BUSINESS UNIT OR THE CORPORATION OR OTHER
ENTITY WHICH IS THE OWNER THEREOF ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS
UNDER
6
WHICH HE OR SHE WORKED FOR THE EMPLOYER OR SUBSIDIARY (INCLUDING, WITHOUT
LIMITATION, DUTIES AND RESPONSIBILITIES, AND THE AGGREGATE OF THE PARTICIPANT'S
BASE SALARY AND PROGRAM OF BENEFITS).
SUCH TERMS AND CONDITIONS SHALL INCLUDE,
WITHOUT LIMITATION, A LEGALLY BINDING AGREEMENT OR PLAN COVERING SUCH
PARTICIPANT, PROVIDING THAT UPON A TERMINATION OF EMPLOYMENT WITH THE
SUBSIDIARY, BRANCH OR BUSINESS UNIT (OR THE CORPORATION OR OTHER ENTITY WHICH IS
THE OWNER THEREOF) OR ANY SUCCESSOR THERETO OF THE KIND DESCRIBED IN ARTICLE VI
OF THIS POLICY, THAT WOULD HAVE ENTITLED THE PARTICIPANT TO SEPARATION BENEFITS
BY REASON OF SECTION 4.2(A) OF THIS POLICY HAD THE PARTICIPANT STILL BEEN A
PARTICIPANT HEREIN, AT ANY TIME BEFORE THE THIRD ANNIVERSARY OF THE DATE OF THE
SALE, DISTRIBUTION OR DISPOSITION, THE PARTICIPANT'S EMPLOYER OR ANY SUCCESSOR
WILL PAY TO SUCH FORMER PARTICIPANT AN AMOUNT EQUAL TO THE SEPARATION BENEFITS
UNDER SECTION 4.3 OF THIS POLICY THAT SUCH FORMER PARTICIPANT WOULD HAVE
RECEIVED UNDER THE POLICY HAD HE OR SHE BEEN A PARTICIPANT AT THE TIME OF SUCH
TERMINATION AND BEEN ENTITLED TO SEPARATION BENEFITS THEREUNDER.
FOR PURPOSES
OF THIS SUBSECTION, THE NEW EMPLOYER PLAN OR AGREEMENT MUST TREAT SERVICE WITH
ANY EMPLOYER (IRRESPECTIVE OF WHETHER THE EMPLOYER WAS AN AFFILIATE OF THE
CORPORATION OR THE EMPLOYEE WAS A PARTICIPANT AT THE TIME OF SUCH SERVICE) AND
THE NEW EMPLOYER AS CONTINUOUS SERVICE FOR PURPOSES OF CALCULATING SEPARATION
BENEFITS.
4.3
SEPARATION BENEFITS (NON CHANGE-IN-CONTROL).
(A)
IF A PARTICIPANT'S CEASES TO BE AN EMPLOYEE
IN CIRCUMSTANCES ENTITLING HIM TO SEPARATION BENEFITS AS PROVIDED IN
SECTION 4.2(A), AND THE PARTICIPANT EXECUTES WITHIN 45 DAYS AFTER THE
PARTICIPANT'S DATE OF TERMINATION AND DOES NOT REVOKE A RELEASE AGREEMENT, THE
PARTICIPANT'S EMPLOYER SHALL PAY SUCH PARTICIPANT, WITHIN FIFTEEN DAYS OF THE
DATE OF TERMINATION, OR IF LATER, UPON THE DATE SUCH RELEASE AGREEMENT BECOMES
IRREVOCABLE, A CASH LUMP SUM AS SET FORTH IN SUBSECTION (B) BELOW AND THE
CONTINUED BENEFITS SET FORTH IN SUBSECTION (C) OF SECTION 4.3, BELOW, SUBJECT TO
SECTION 4.6 BELOW.
(B)
THE CASH LUMP SUM REFERRED TO IN
SECTION 4.3(A) SHALL EQUAL THE AGGREGATE OF THE FOLLOWING AMOUNTS:
(I)
THE SUM OF (1) THE PARTICIPANT'S ANNUAL SALARY THROUGH THE DATE
OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID, (2) THE PRODUCT OF (X) THE
TARGET ANNUAL INCENTIVE AND (Y) A FRACTION, THE