MANNER THAT
SUCH BENEFITS ARE EXCLUDED FROM THE EXECUTIVE'S INCOME FOR FEDERAL INCOME TAX
PURPOSES; PROVIDED, FURTHER, HOWEVER, THAT IF THE EXECUTIVE BECOMES RE-EMPLOYED
WITH ANOTHER EMPLOYER AND IS ELIGIBLE TO RECEIVE HEALTH CARE BENEFITS UNDER
ANOTHER EMPLOYER-PROVIDED PLAN, THE HEALTH CARE BENEFITS PROVIDED HEREUNDER
SHALL BE SECONDARY TO THOSE PROVIDED UNDER SUCH OTHER PLAN DURING SUCH
APPLICABLE PERIOD OF ELIGIBILITY.
THE RECEIPT OF THE HEALTH CARE BENEFITS SHALL
BE CONDITIONED UPON THE EXECUTIVE CONTINUING TO PAY THE MONTHLY PREMIUM AS IN
EFFECT AT THE COMPANY FROM TIME TO TIME FOR COVERAGE PROVIDED TO FORMER
EMPLOYEES UNDER SECTION 4980B OF THE CODE IN
9
RESPECT OF THE MAXIMUM LEVEL OF COVERAGE THAT THE EXECUTIVE COULD OTHERWISE
ELECT TO RECEIVE FOR THE EXECUTIVE, HIS SPOUSE AND ELIGIBLE DEPENDENTS IF THE
EXECUTIVE WERE STILL AN EMPLOYEE OF THE COMPANY DURING THE BENEFITS PERIOD
(I.E., SINGLE, SINGLE PLUS ONE, OR FAMILY) (THE "APPLICABLE COBRA PREMIUM")
REGARDLESS OF WHAT LEVEL OF COVERAGE IS ACTUALLY ELECTED.
DURING THE PORTION OF
THE BENEFITS PERIOD IN WHICH THE EXECUTIVE, HIS SPOUSE AND HIS ELIGIBLE
DEPENDENTS CONTINUE TO RECEIVE COVERAGE UNDER THE COMPANY'S HEALTH CARE BENEFITS
PLANS, THE COMPANY SHALL PAY TO THE EXECUTIVE A MONTHLY AMOUNT EQUAL TO THE
EXCESS OF (X) THE APPLICABLE COBRA PREMIUM OVER (Y) THE MONTHLY EMPLOYEE
CONTRIBUTION RATE THAT IS PAID BY COMPANY EMPLOYEES GENERALLY FOR THE SAME OR
SIMILAR COVERAGE, AS IN EFFECT FROM TIME TO TIME (AND WHICH AMOUNT SHALL IN NO
EVENT BE GREATER THAN THE EMPLOYEE CONTRIBUTION RATE FOR THE APPLICABLE LEVEL OF
COVERAGE AS IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE), WHICH PAYMENT
SHALL BE PAID IN ADVANCE ON THE FIRST PAYROLL DAY OF EACH MONTH, COMMENCING WITH
THE MONTH IMMEDIATELY FOLLOWING THE EXECUTIVE'S DATE OF TERMINATION.
THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO ENSURE THAT, FOLLOWING THE END
OF THE BENEFIT PERIOD, THE EXECUTIVE SHALL BE ELIGIBLE TO ELECT CONTINUED HEALTH
COVERAGE PURSUANT TO SECTION 4980B OF THE CODE OR OTHER APPLICABLE LAW ("COBRA
COVERAGE"), AS IF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAD TERMINATED AS
OF THE END OF SUCH PERIOD.
FOR PURPOSES OF DETERMINING ELIGIBILITY (BUT NOT THE
TIME OF COMMENCEMENT OF BENEFITS) OF THE EXECUTIVE FOR RETIREE WELFARE BENEFITS
PURSUANT TO THE COMPANY'S RETIREE WELFARE BENEFIT PLANS, IF ANY, THE EXECUTIVE
SHALL BE CONSIDERED TO HAVE REMAINED EMPLOYED UNTIL THE END OF THE BENEFIT
PERIOD AND TO HAVE RETIRED ON THE LAST DAY OF SUCH PERIOD.
IN ORDER TO COMPLY
WITH SECTION 409A OF THE CODE, (I) THE AMOUNT OF BENEFITS THAT THE COMPANY IS
OBLIGATED TO PROVIDE UNDER THIS SECTION 5(A)(3) IN ANY GIVEN CALENDAR YEAR SHALL
NOT AFFECT THE AMOUNT OF SUCH BENEFITS THAT THE COMPANY IS OBLIGATED TO PAY IN
ANY OTHER CALENDAR YEAR; AND (II) THE EXECUTIVE'S RIGHT TO HAVE THE COMPANY
PROVIDE SUCH BENEFITS MAY NOT BE LIQUIDATED OR EXCHANGED FOR ANY OTHER BENEFIT;
AND
(4)
THE COMPANY SHALL, AT ITS SOLE EXPENSE AS INCURRED, PROVIDE THE
EXECUTIVE WITH OUTPLACEMENT SERVICES THE SCOPE AND