THE COMPANY FOR THE TWO-YEAR PERIOD FOLLOWING
THE DATE OF THE EXECUTIVE'S TERMINATION; PROVIDED, THAT THE COMPANY'S OBLIGATION
TO PROVIDE ANY SUCH HEALTH BENEFITS SHALL CEASE WITH RESPECT TO EACH SUCH HEALTH
BENEFITS AT THE TIME THE EXECUTIVE AND HIS SPOUSE AND OTHER ELIGIBLE DEPENDENTS
BECOME ELIGIBLE FOR SUCH HEALTH BENEFITS FROM ANOTHER EMPLOYER.
TO THE EXTENT
THAT THE PROVISION OF HEALTH BENEFITS IS NOT PERMISSIBLE AFTER TERMINATION OF
EMPLOYMENT UNDER THE TERMS OF THE BENEFIT PLANS OF THE COMPANY THEN IN EFFECT,
THE COMPANY SHALL PAY TO THE EXECUTIVE SUCH AMOUNT AS IS NECESSARY TO PROVIDE
THE EXECUTIVE, AFTER TAX, WITH AN AMOUNT EQUAL TO THE COST OF ACQUIRING, FOR THE
EXECUTIVE AND HIS SPOUSE AND OTHER ELIGIBLE DEPENDENTS, ON A NON-GROUP BASIS,
FOR THE REQUIRED PERIOD, THOSE HEALTH BENEFITS THAT WOULD OTHERWISE BE LOST TO
THE EXECUTIVE AND HIS SPOUSE AND OTHER ELIGIBLE DEPENDENTS AS A RESULT OF THE
EXECUTIVE'S TERMINATION.
ALL OTHER BENEFITS, IF ANY, DUE THE EXECUTIVE
FOLLOWING A TERMINATION PURSUANT TO SECTION 8(D) SHALL BE DETERMINED IN
ACCORDANCE WITH THE PLANS, POLICIES AND PRACTICES OF THE COMPANY; PROVIDED,
HOWEVER, THAT THE EXECUTIVE SHALL NOT PARTICIPATE IN ANY SEVERANCE PLAN, POLICY
9
OR PROGRAM OF THE COMPANY.
THE EXECUTIVE SHALL NOT ACCRUE ANY ADDITIONAL
COMPENSATION (INCLUDING ANY BASE SALARY OR ANNUAL BONUS) OR OTHER BENEFITS UNDER
THIS AGREEMENT FOLLOWING SUCH TERMINATION OF EMPLOYMENT.
ANY IN-KIND HEALTH
BENEFITS COVERAGE (OR ANY PAYMENTS FOR SUCH COVERAGE) PROVIDED IN ANY ONE
CALENDAR YEAR SHALL NOT AFFECT THE AMOUNT OF IN-KIND BENEFITS (OR ANY PAYMENTS)
IN ANY SUBSEQUENT CALENDAR YEAR FOR WHICH THE HEALTH CARE COVERAGE IS TO BE
PROVIDED HEREUNDER AND THE RIGHT TO CONTINUED HEALTH CARE BENEFITS (OR PAYMENTS
THEREFOR) CANNOT BE LIQUIDATED OR EXCHANGED FOR ANY OTHER BENEFIT.
(E)
EXECUTION OF RELEASE OF ALL CLAIMS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE EXECUTIVE ACKNOWLEDGES AND
AGREES THAT ANY AND ALL PAYMENTS AND BENEFITS TO WHICH THE EXECUTIVE IS ENTITLED
UNDER SECTION 8(D) (OTHER THAN THE ACCELERATION OF ANY EQUITY AWARDS) ARE
CONDITIONAL UPON, AND SUBJECT TO, THE EXECUTIVE'S EXECUTION OF A MUTUAL RELEASE
AND WAIVER OF CLAIMS IN THE FORM ATTACHED HERETO AS EXHIBIT A.
THE RELEASE MUST
BE EXECUTED BY THE EXECUTIVE AND THE COMPANY AND EFFECTIVE ON OR PRIOR TO THE
60TH DAY AFTER THE DATE OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY.
(F)
NOTICE OF TERMINATION.
ANY PURPORTED TERMINATION OF EMPLOYMENT
BY THE COMPANY OR THE EXECUTIVE SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF
TERMINATION TO THE EXECUTIVE OR THE COMPANY, RESPECTIVELY, DELIVERED IN
ACCORDANCE WITH SECTION 10(F) HEREOF.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE
OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THE AGREEMENT RELIED UPON, THE DATE OF TERMINATION, AND
SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO
PROVIDE A BASIS FOR TERMINATION OF EMPLOYMENT UNDER THE PROVISION SO INDICATED.
THE DATE OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT SHALL BE THE DATE SO