DISABILITY OR (II) BY THE EMPLOYEE
PURSUANT TO A VOLUNTARY TERMINATION FOR GOOD REASON, THEN, SUBJECT TO EMPLOYEE
ENTERING INTO A STANDARD FORM OF MUTUAL RELEASE OF CLAIMS WITH THE COMPANY IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A, THE COMPANY SHALL PROVIDE
EMPLOYEE WITH THE BENEFITS IN SUBCLAUSES (I) - (V) BELOW UPON SUCH TERMINATION.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A CHANGE OF CONTROL DUE TO A BU
DISPOSITION (AS DEFINED IN SECTION 5(D)(V) BELOW), (A) IF THE EMPLOYEE IS
OFFERED A MANAGEMENT POSITION (WITH SUBSTANTIALLY SIMILAR COMPENSATION AND
BENEFITS AS THE POSITION HELD BY THE EMPLOYEE WITH THE COMPANY AT THE TIME OF
THE BU DISPOSITION) WITH THE BUSINESS UNIT OR THE SUCCESSOR TO THE BUSINESS UNIT
SUBJECT TO THE BU DISPOSITION, THEN THE EMPLOYEE SHALL NOT BE ENTITLED TO
RECEIVE THE BELOW BENEFITS, OR (B) IF THE EMPLOYEE IS OFFERED A SECTION 16
EXECUTIVE OFFICER POSITION WITHIN THE COMPANY AT SUBSTANTIALLY SIMILAR
COMPENSATION AND OTHER BENEFITS, THEN, WITH RESPECT TO SUCH OFFERED POSITION, A
VOLUNTARY TERMINATION FOR GOOD REASON SHALL NOT HAVE OCCURRED AND THE EMPLOYEE
SHALL NOT BE ENTITLED TO RECEIVE THE BELOW BENEFITS.
(I)
LUMP-SUM PAYMENT.
A LUMP-SUM CASH
PAYMENT IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE EMPLOYEE'S
ANNUAL COMPENSATION;
(II)
CONTINUED EMPLOYEE BENEFITS. THE COMPANY
SHALL PROVIDE COMPANY-PAID HEALTH, DENTAL, VISION, LONG-TERM DISABILITY AND LIFE
INSURANCE COVERAGE AT THE SAME LEVEL OF COVERAGE AS WAS PROVIDED TO SUCH
EMPLOYEE IMMEDIATELY PRIOR TO THE TERMINATION OF EMPLOYMENT AND AT THE SAME
RATIO OF COMPANY PREMIUM PAYMENT TO EMPLOYEE PREMIUM PAYMENT AS WAS IN EFFECT
IMMEDIATELY PRIOR TO THE TERMINATION OF EMPLOYMENT (THE "COMPANY-PAID
COVERAGE").
IF SUCH COVERAGE INCLUDED THE EMPLOYEE'S DEPENDENTS IMMEDIATELY
PRIOR TO THE CHANGE OF CONTROL OR DISPOSITION, SUCH DEPENDENTS SHALL ALSO BE
COVERED AT COMPANY EXPENSE.
COMPANY-PAID COVERAGE SHALL CONTINUE UNTIL THE
EARLIER OF (I) TWO YEARS FROM THE DATE OF TERMINATION, OR (II) THE DATE UPON
WHICH THE EMPLOYEE AND HIS DEPENDENTS BECOME COVERED UNDER ANOTHER EMPLOYER'S
GROUP HEALTH, DENTAL, VISION, LONG-TERM DISABILITY OR LIFE INSURANCE PLANS THAT
PROVIDE EMPLOYEE AND HIS DEPENDENTS WITH COMPARABLE BENEFITS AND LEVELS OF
COVERAGE.
FOR PURPOSES OF TITLE X OF THE CONSOLIDATED BUDGET RECONCILIATION ACT
OF 1985 ("COBRA"), THE DATE OF THE "QUALIFYING EVENT" FOR EMPLOYEE AND HIS OR
HER DEPENDENTS SHALL BE THE DATE UPON WHICH THE COMPANY-PAID COVERAGE COMMENCES,
AND EACH MONTH OF COMPANY-PAID COVERAGE PROVIDED HEREUNDER SHALL OFFSET A MONTH
OF CONTINUATION COVERAGE OTHERWISE DUE UNDER COBRA.
2
(III)
PRO-RATED BONUS PAYMENT.
A LUMP-SUM CASH
PAYMENT EQUAL TO 100% OF SUCH EMPLOYEE'S TARGET BONUS AS IN EFFECT FOR THE
FISCAL YEAR IN WHICH THE CHANGE OF CONTROL OR DISPOSITION OCCURS, PRO-RATED BY
MULTIPLYING SUCH BONUS AMOUNT BY A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE
NUMBER OF DAYS PRIOR TO OCCURRENCE OF THE CHANGE OF CONTROL OR DISPOSITION
DURING SUCH FISCAL YEAR, AND THE DENOMINATOR OF WHICH SHALL BE THREE-HUNDRED AND
SIXTY-FIVE.
(IV)
EQUITY COMPENSATION ACCELERATED VESTING.
ONE
HUNDRED PERCENT (100%) OF THE