SUCH TIER 2 PARTICIPANT WILL RECEIVE
(IN ADDITION TO THE SEVERANCE BENEFITS DESCRIBED IN SECTION 3.2) THE FOLLOWING:
(A)
A CASH AMOUNT EQUAL TO THE SUM OF:
(I) TWO
TIMES THE TIER 2 PARTICIPANT'S ANNUAL BASE SALARY IN EFFECT ON THE DATE OF HIS
OR HER QUALIFYING TERMINATION, PLUS (II) TWO TIMES THE TIER 2 PARTICIPANT'S THEN
CURRENT BONUS OPPORTUNITY ESTABLISHED UNDER ANY ANNUAL INCENTIVE PLAN, ASSUMING
THE TARGET LEVEL OF PERFORMANCE UNDER SUCH ANNUAL INCENTIVE PLAN HAD BEEN
ACHIEVED.
(B)
A CASH AMOUNT EQUAL TO TWO TIMES THE MAXIMUM
MATCH (DETERMINED ON AN ANNUAL BASIS) THE TIER 2 PARTICIPANT COULD HAVE RECEIVED
UNDER ANY QUALIFIED 401(K) PLAN FOR THE CALENDAR YEAR IN WHICH SUCH TIER 2
PARTICIPANT'S QUALIFYING TERMINATION OCCURS, ASSUMING SUCH TIER 2 PARTICIPANT
HAD (I) EARNED "RECOGNIZED COMPENSATION" DURING SUCH CALENDAR YEAR EQUAL TO OR
GREATER THAN THE MAXIMUM DOLLAR AMOUNT PERMITTED UNDER THE CODE AND
(II) DEFERRED INTO THE QUALIFIED 401(K) PLAN SUCH MAXIMUM DOLLAR AMOUNT FOR THE
CALENDAR YEAR.
(C)
A CASH AMOUNT, DETERMINED IN THE SOLE
DISCRETION OF THE COMMITTEE, WITH A VALUE EQUAL TO THE BENEFITS THAT WOULD HAVE
BEEN PROVIDED TO THE PARTICIPANT FOR A PERIOD OF TWO YEARS AFTER THE DATE OF
SUCH PARTICIPANT'S QUALIFYING TERMINATION UNDER THE GROUP HEALTH PLAN.
(D)
AN ADDITIONAL SUPPLEMENTAL RETIREMENT
BENEFIT EQUAL TO THE INCREASE TO THE TIER 2 PARTICIPANT'S BENEFIT UNDER ANY SERP
THAT WOULD HAVE OCCURRED IF THE AMOUNT OF SUCH TIER 2 PARTICIPANT'S BENEFIT
PAYABLE UNDER THE SERP WAS DETERMINED BASED ON THE ASSUMPTION THAT THE TIER 2
PARTICIPANT HAD BEEN CONTINUOUSLY EMPLOYED BY THE COMPANY FOR THE TWO-YEAR
PERIOD FOLLOWING THE DATE OF SUCH TIER 2 PARTICIPANT'S QUALIFYING TERMINATION
(WITH RESPECT TO BOTH THE TIER 2 PARTICIPANT'S AGE AND YEARS OF SERVICE);
PROVIDED, HOWEVER, THAT NEITHER THE TIME NOR THE FORM OF PAYMENT OF SUCH TIER 2
PARTICIPANT'S BENEFIT UNDER THE SERP WILL BE AFFECTED BY SUCH ADDITIONAL AGE AND
SERVICE CREDIT, AND SUCH SUPPLEMENTAL RETIREMENT BENEFIT WILL BE PAID AT THE
TIME AND IN THE FORM THE BENEFIT UNDER THE SERP IS PAID. IN DETERMINING THE
AMOUNT OF SUCH ADDITIONAL SUPPLEMENTAL RETIREMENT BENEFIT, A TIER 2
PARTICIPANT'S "RECOGNIZED COMPENSATION" WILL BE DEEMED TO INCLUDE HIS OR HER
ANNUAL BASE SALARY AND ANY PAYMENTS RECEIVED BY THE TIER 2 PARTICIPANT PURSUANT
TO ANY ANNUAL INCENTIVE PLAN DURING THE YEAR PRECEDING HIS OR HER QUALIFYING
TERMINATION.
10
3.5
TERMINATION DUE TO DISABILITY OR DEATH.
FOLLOWING A CHANGE IN CONTROL, IF A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY
IS TERMINATED DUE TO DISABILITY OR DEATH, THE COMPANY WILL PAY ANY UNPAID
COMPENSATION THROUGH THE DATE OF SUCH TERMINATION TO THE PARTICIPANT OR HIS OR
HER DESIGNATED BENEFICIARIES (OR, IF THERE ARE NO SUCH DESIGNATED BENEFICIARIES,
TO THE PARTICIPANT'S ESTATE), RESPECTIVELY. THE PAYMENT OF ANY OTHER AMOUNTS OR
BENEFITS TO THE PARTICIPANT OR HIS OR HER BENEFICIARIES OR ESTATE WILL BE
DETERMINED IN ACCORDANCE WITH ANY ANNUAL INCENTIVE PLAN, LONG-TERM CASH
INCENTIVE PLAN, EQUITY INCENTIVE PLAN, THE COMPANY'S RETIREMENT, DISABILITY,
INSURANCE AND SURVIVORS' BENEFITS