TO THE SUM OF TWO (2) TIMES
EXECUTIVE'S ANNUAL BASE SALARY AS OF THE DATE OF TERMINATION AND TWO (2) TIMES
THE AVERAGE OF THE ANNUAL INCENTIVE BONUS AMOUNT EARNED BY EXECUTIVE WITH
RESPECT TO THE THREE FISCAL YEAR PERIOD PRECEDING THE YEAR IN WHICH THIS
AGREEMENT IS TERMINATED (OR SUCH SHORTER PERIOD AS MAY APPLY IF THIS AGREEMENT
HAS BEEN IN EFFECT FOR LESS THAN THREE YEARS) (HEREINAFTER, THE "SEVERANCE
AMOUNT"); PROVIDED, HOWEVER, THAT FOR PURPOSES OF THIS CALCULATION, THE
RELOCATION AND SIGNING BONUS AND THE GUARANTEED BONUS PAYABLE FOR PERIOD 1 AND
FOR PERIOD 2 SHALL NOT BE UTILIZED AND THE ACTUAL BONUS THAT WOULD HAVE BEEN
EARNED FOR SUCH TIME PERIODS SHALL BE UTILIZED INSTEAD.
THE SEVERANCE AMOUNT
SHALL BE PAYABLE IN EQUAL INSTALLMENTS, IN ACCORDANCE WITH AND AT TIMES
CONSISTENT WITH THE COMPANY'S ORDINARY PAYROLL PRACTICES, OVER A TWENTY-FOUR
(24) MONTH PERIOD COMMENCING ON THE FIRST ORDINARY PAYROLL PAYMENT DATE THAT
FOLLOWS THE DATE THAT IS 60 DAYS AFTER THE DATE OF TERMINATION OF EXECUTIVE'S
EMPLOYMENT; PROVIDED THAT ALL UNPAID PORTIONS OF THE SEVERANCE AMOUNT SHALL BE
DISTRIBUTED TO EXECUTIVE IN A LUMP SUM ON THE PAYROLL DATE IMMEDIATELY PRECEDING
MARCH 15 OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH EXECUTIVE'S
EMPLOYMENT WAS TERMINATED.
7
(II)
BENEFITS.
FOR THE DURATION OF THE TWENTY-FOUR (24) MONTH PERIOD
COMMENCING ON THE FIRST ORDINARY PAYROLL PAYMENT DATE THAT FOLLOWS THE DATE THAT
IS SIXTY (60) DAYS AFTER THE DATE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT (THE
"SEVERANCE PERIOD"), EXECUTIVE SHALL CONTINUE TO RECEIVE THE FRINGE AND OTHER
BENEFITS PROVIDED UNDER SECTION 3(F)(I) HEREOF ON THE SAME BASIS AS SUCH
BENEFITS WERE PROVIDED DURING EXECUTIVE'S EMPLOYMENT HEREUNDER, PROVIDED THAT
THE CONTINUED PARTICIPATION OF EXECUTIVE UNDER ANY BENEFIT PLAN, INCLUDING,
WITHOUT LIMITATION, GROUP HEALTHCARE, DENTAL AND LIFE INSURANCE IS POSSIBLE
UNDER THE GENERAL TERMS AND PROVISIONS OF SUCH PLANS.
SUCH PERIOD OF COVERAGE
SHALL COUNT AGAINST EXECUTIVE'S CONTINUATION OF COVERAGE PERIOD REQUIRED UNDER
THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED
("COBRA").
ALL PREMIUM PAYMENTS PAID BY EXECUTIVE FOR SUCH CONTINUATION
COVERAGE DURING THE SEVERANCE PERIOD AND FOR ANY SUBSEQUENT COBRA PERIOD SHALL
BE PAID DIRECTLY TO THE APPROPRIATE INSURER OR SERVICE PROVIDER FOR SUCH BENEFIT
(WHICH MAY BE THE COMPANY).
IF EXECUTIVE'S PARTICIPATION IN ANY SUCH PLAN IS
BARRED OR WOULD RESULT IN ADVERSE TAX CONSEQUENCES TO EXECUTIVE OR THE COMPANY,
THE COMPANY SHALL ARRANGE TO PROVIDE EXECUTIVE WITH BENEFITS SUBSTANTIALLY
SIMILAR TO THOSE WHICH EXECUTIVE WOULD OTHERWISE HAVE BEEN ENTITLED TO RECEIVE
UNDER SUCH PLAN OR, ALTERNATIVELY AT THE OPTION OF THE COMPANY, REIMBURSE
EXECUTIVE FOR THE REASONABLE ACTUAL COSTS OF PURCHASING IN THE MARKETPLACE
SUBSTANTIALLY SIMILAR BENEFITS; PROVIDED, HOWEVER, THAT IN EITHER CASE EXECUTIVE
SHALL PAY TO THE COMPANY, OR PROVIDE A CREDIT AGAINST THE COMPANY'S
REIMBURSEMENT OBLIGATION FOR, THE AMOUNT EQUAL TO THE PREMIUMS, OR PORTION
THEREOF, THAT EXECUTIVE WAS REQUIRED TO PAY TO MAINTAIN SUCH BENEFITS PRIOR TO
THE DATE OF TERMINATION OF EMPLOYMENT.
EXCEPT AS PERMITTED BY SECTION 409A OF
THE