SUCH YEAR IS IN AN AMOUNT EQUAL TO THE GREATEST AMOUNT
CONTRIBUTED BY THE COMPANY IN ANY OF THE THREE YEARS ENDING PRIOR TO THE
EFFECTIVE DATE.
(II)
WELFARE BENEFITS.
FOR TWO YEARS FOLLOWING
THE DATE OF TERMINATION, OR SUCH LONGER PERIOD AS MAY BE PROVIDED BY THE TERMS
OF THE APPROPRIATE PLAN, PROGRAM, PRACTICE OR POLICY, (THE "BENEFITS PERIOD"),
THE COMPANY SHALL PROVIDE THE PARTICIPANT AND HIS ELIGIBLE DEPENDENTS WITH
MEDICAL, PRESCRIPTION, VISION AND DENTAL INSURANCE COVERAGE (THE "HEALTH CARE
BENEFITS") AND LIFE INSURANCE AND DISABILITY BENEFITS NO LESS FAVORABLE TO THOSE
WHICH THE PARTICIPANT AND HIS SPOUSE AND ELIGIBLE DEPENDENTS WERE RECEIVING
IMMEDIATELY PRIOR TO THE DATE OF TERMINATION OR, IF MORE FAVORABLE TO SUCH
PERSONS, AS IN EFFECT GENERALLY AT ANY TIME THEREAFTER WITH RESPECT TO OTHER
PEER EXECUTIVES OF THE COMPANY AND THE AFFILIATED COMPANIES; PROVIDED, HOWEVER,
THAT THE HEALTH CARE BENEFITS SHALL BE PROVIDED DURING THE BENEFITS PERIOD IN
SUCH A MANNER THAT SUCH BENEFITS ARE EXCLUDED FROM THE PARTICIPANT'S INCOME FOR
FEDERAL INCOME TAX PURPOSES; PROVIDED, FURTHER, HOWEVER, THAT IF THE PARTICIPANT
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 COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO ENSURE THAT, FOLLOWING THE END OF THE BENEFITS PERIOD, THE
PARTICIPANT AND THE PARTICIPANT'S SPOUSE AND ELIGIBLE DEPENDENTS SHALL BE
ELIGIBLE TO ELECT CONTINUED HEALTH COVERAGE PURSUANT TO SECTION 4980B OF THE
CODE OR OTHER APPLICABLE LAW ("COBRA COVERAGE"), AS IF THE PARTICIPANT'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 PARTICIPANT FOR RETIREE WELFARE BENEFITS PURSUANT TO THE
COMPANY'S RETIREE WELFARE BENEFIT PLANS, IF ANY, THE PARTICIPANT SHALL BE
CONSIDERED TO HAVE REMAINED EMPLOYED UNTIL THE END OF THE BENEFITS PERIOD AND TO
HAVE RETIRED ON THE LAST DAY OF SUCH PERIOD.
(III)
OUTPLACEMENT SERVICES.
THE COMPANY SHALL, AT ITS SOLE EXPENSE AS
INCURRED, PROVIDE THE PARTICIPANT WITH OUTPLACEMENT SERVICES THE SCOPE AND
PROVIDER OF WHICH SHALL BE SELECTED BY THE PARTICIPANT IN THE PARTICIPANT'S SOLE
DISCRETION, PROVIDED THAT SUCH OUTPLACEMENT
7
BENEFITS SHALL END NOT LATER THAN THE LAST DAY OF THE SECOND CALENDAR YEAR THAT
BEGINS AFTER THE DATE OF TERMINATION.
(B)
DEATH.
IF THE PARTICIPANT'S EMPLOYMENT IS
TERMINATED BY REASON OF THE PARTICIPANT'S DEATH DURING THE ONE-YEAR PERIOD
BEGINNING ON THE DATE OF A CHANGE IN CONTROL, THE COMPANY SHALL PROVIDE THE
PARTICIPANT'S ESTATE OR BENEFICIARIES WITH THE ACCRUED OBLIGATIONS (SUBJECT TO
THE PROVISO SET FORTH IN SECTION 4(A)(I)(A) TO THE EXTENT APPLICABLE) AND THE
PRO RATA BONUS AND THE TIMELY PAYMENT OR DELIVERY OF THE OTHER BENEFITS (SUBJECT
TO THE PROVISO SET FORTH IN SECTION 4(A)(I)(A) TO THE EXTENT APPLICABLE), AND
SHALL HAVE NO OTHER SEVERANCE OBLIGATIONS UNDER THIS PLAN.
THE ACCRUED
OBLIGATIONS AND THE PRO RATA BONUS