OF THE DATE OF
TERMINATION, IF APPLICABLE, OR AT SUCH EARLIER TIME AS IS REASONABLY REQUESTED
BY THE CORPORATION OR EXECUTIVE.
FOR PURPOSES OF DETERMINING WHICH OF THE
ALTERNATIVE PROVISIONS OF SUBPARAGRAPH (I) ABOVE SHALL APPLY, EXECUTIVE SHALL BE
DEEMED TO PAY FEDERAL INCOME TAXES AT THE HIGHEST MARGINAL RATE OF FEDERAL
INCOME TAXATION APPLICABLE TO INDIVIDUALS FOR THE CALENDAR YEAR IN WHICH THE
DETERMINATION IS TO BE MADE, AND STATE AND LOCAL INCOME TAXES AT THE HIGHEST
MARGINAL RATES OF INDIVIDUAL TAXATION IN THE STATE AND LOCALITY OF EXECUTIVE'S
RESIDENCE ON THE DATE OF TERMINATION, NET OF THE MAXIMUM REDUCTION IN FEDERAL
INCOME TAXES WHICH COULD BE OBTAINED FROM DEDUCTION OF SUCH STATE AND LOCAL
TAXES.
ANY DETERMINATION BY THE ACCOUNTING FIRM SHALL BE BINDING UPON THE
CORPORATION AND EXECUTIVE.
7.
CONTINUED BENEFITS.
IN THE CASE OF AN
EXECUTIVE WHO BECOMES ENTITLED TO SEVERANCE PAY IN ACCORDANCE WITH SECTION 6
HEREOF, THE CORPORATION SHALL ALSO PROVIDE, AT ITS OWN EXPENSE UNTIL DECEMBER 31
OF THE SECOND CALENDAR YEAR FOLLOWING THE CALENDAR YEAR CONTAINING THE DATE OF
TERMINATION, CONTINUED COVERAGE FOR THE EXECUTIVE (AND, TO THE EXTENT THAT
COVERAGE EXISTED FOR THE EXECUTIVE'S FAMILY MEMBERS ON THE DATE OF TERMINATION,
COVERAGE FOR THE EXECUTIVE'S FAMILY MEMBERS) UNDER THE CORPORATION'S GROUP
HEALTH PROGRAM.
NOTWITHSTANDING THE PRECEDING SENTENCE, NO SUCH COVERAGE SHALL
CONTINUE AFTER THE DATE ON WHICH THE EXECUTIVE BECOMES ELIGIBLE FOR
SUBSTANTIALLY SIMILAR COVERAGE ON ACCOUNT OF HIS EMPLOYMENT BY AN ENTERPRISE
OTHER THAN THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION.
8.
NO OBLIGATION TO MITIGATE DAMAGES; NO
EFFECT ON OTHER CONTRACTUAL RIGHTS.
NO EXECUTIVE SHALL BE REQUIRED TO MITIGATE
DAMAGES OR THE AMOUNT OF ANY PAYMENT PROVIDED FOR UNDER THIS PROGRAM BY SEEKING
OTHER EMPLOYMENT OR OTHERWISE, NOR SHALL THE AMOUNT OF ANY PAYMENT PROVIDED
UNDER THIS PROGRAM BE REDUCED BY ANY COMPENSATION EARNED BY AN EXECUTIVE AS THE
RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER AFTER THE DATE OF TERMINATION, EXCEPT
AS SPECIFICALLY SET FORTH IN SECTION 7 HEREOF.
NO PAYMENT PROVIDED FOR
HEREUNDER SHALL REDUCE ANY AMOUNTS OTHERWISE PAYABLE TO THE EXECUTIVE, OR IN ANY
WAY DIMINISH THE EXECUTIVE'S EXISTING RIGHTS, OR RIGHTS WHICH WOULD ACCRUE
SOLELY AS A RESULT OF THE PASSAGE OF TIME, UNDER ANY BENEFIT PLAN, INCENTIVE
PLAN OR SECURITIES PLAN, EMPLOYMENT AGREEMENT OR OTHER CONTRACT, PLAN OR
ARRANGEMENT WITH THE CORPORATION.
9.
SUCCESSOR TO THE CORPORATION.
THE
CORPORATION WILL REQUIRE ANY SUCCESSOR OR ASSIGN (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR ASSETS OF THE CORPORATION EXPRESSLY, ABSOLUTELY AND UNCONDITIONALLY
TO ASSUME AND AGREE TO PERFORM THIS PROGRAM IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE CORPORATION WOULD BE REQUIRED TO PERFORM IT IF NO SUCH
SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE.
ANY FAILURE OF THE CORPORATION TO
OBTAIN SUCH ASSUMPTION BEFORE THE EFFECTIVENESS OF ANY SUCH SUCCESSION OR
ASSIGNMENT SHALL ENTITLE AN EXECUTIVE TO TERMINATE HIS
6
EMPLOYMENT FOR GOOD REASON.
THE BENEFITS OF THIS PROGRAM SHALL