THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT; PROVIDED THAT, FOR BONUSES THAT ARE
BASED ON ACHIEVEMENT OF PERIODIC FINANCIAL OR OPERATING TARGETS, NO BONUS OR
PARTIAL BONUS SHALL BE EARNED FOR THE APPLICABLE BONUS PERIOD IN WHICH THE
INVOLUNTARY TERMINATION OCCURS;
(3)
REIMBURSEMENT WITHIN TEN (10) BUSINESS DAYS
OF SUBMISSION OF PROPER EXPENSE REPORTS OF ALL EXPENSES REASONABLY AND
NECESSARILY INCURRED BY THE PARTICIPANT IN CONNECTION WITH THE BUSINESS OF THE
COMPANY GROUP PRIOR TO HIS OR HER TERMINATION OF EMPLOYMENT; AND
7
(4)
THE BENEFITS, IF ANY, UNDER ANY COMPANY
GROUP RETIREMENT PLAN, NONQUALIFIED DEFERRED COMPENSATION PLAN, OPTION OR OTHER
STOCK-BASED COMPENSATION PLAN OR AGREEMENT, HEALTH BENEFITS PLAN OR OTHER
COMPANY GROUP BENEFIT PLAN TO WHICH THE PARTICIPANT MAY BE ENTITLED PURSUANT TO
THE TERMS OF SUCH PLANS OR AGREEMENTS
(B)
SEVERANCE BENEFITS.
PROVIDED THAT THE
PARTICIPANT BOTH (I) EXECUTES AND DOES NOT REVOKE THE RELEASE APPLICABLE TO SUCH
PARTICIPANT AT OR FOLLOWING THE TIME OF THE PARTICIPANT'S INVOLUNTARY
TERMINATION AND (II) EXECUTES THE RESTRICTIVE COVENANTS AGREEMENT APPLICABLE TO
SUCH PARTICIPANT, THE PARTICIPANT SHALL BE ENTITLED TO RECEIVE THE FOLLOWING
SEVERANCE PAYMENTS AND BENEFITS:
(1)
CASH SEVERANCE PAYMENTS.
THE PARTICIPANT
SHALL BE ENTITLED TO RECEIVE AN AMOUNT EQUAL TO THE PARTICIPANT'S BASE SALARY
RATE MULTIPLIED BY THE NUMBER OF MONTHS IN THE SEVERANCE BENEFIT PERIOD
APPLICABLE TO THE PARTICIPANT.
SUCH AMOUNT SHALL BE APPORTIONED AND PAID (LESS
APPLICABLE TAX WITHHOLDING) IN APPROXIMATELY EQUAL INSTALLMENTS COMMENCING ON
THE FIRST REGULAR PAYDAY OF THE COMPANY FOLLOWING THE LAST TO OCCUR OF (I) THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT, (II) THE LAST DAY ON WHICH THE
PARTICIPANT MAY REVOKE THE RELEASE IN ACCORDANCE WITH ITS TERMS OR (III) THE
PARTICIPANT'S EXECUTION OF THE RESTRICTIVE COVENANTS AGREEMENT AND CONTINUING ON
EACH SUCCESSIVE REGULAR PAYDAY DURING THE REMAINDER OF THE SEVERANCE BENEFIT
PERIOD APPLICABLE TO THE PARTICIPANT.
(2)
HEALTH BENEFITS.
FOR THE PERIOD COMMENCING
IMMEDIATELY FOLLOWING THE PARTICIPANT'S TERMINATION OF EMPLOYMENT AND CONTINUING
FOR THE DURATION OF THE SEVERANCE BENEFIT PERIOD APPLICABLE TO THE PARTICIPANT,
THE COMPANY SHALL ARRANGE TO PROVIDE THE PARTICIPANT AND HIS OR HER DEPENDENTS
WITH HEALTH BENEFITS (INCLUDING MEDICAL AND DENTAL) SUBSTANTIALLY SIMILAR TO
THOSE PROVIDED TO THE PARTICIPANT AND HIS OR HER DEPENDENTS IMMEDIATELY PRIOR TO
THE DATE OF SUCH TERMINATION OF EMPLOYMENT.
SUCH BENEFITS SHALL BE PROVIDED TO
THE PARTICIPANT AT THE SAME PREMIUM COST TO THE PARTICIPANT AND AT THE SAME
COVERAGE LEVEL AS IN EFFECT AS OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT;
PROVIDED, HOWEVER, THAT THE PARTICIPANT SHALL BE SUBJECT TO ANY CHANGE IN THE
PREMIUM COST AND/OR LEVEL OF COVERAGE APPLICABLE GENERALLY TO ALL EMPLOYEES
HOLDING THE POSITION OR COMPARABLE POSITION WITH THE COMPANY GROUP WHICH THE
PARTICIPANT HELD IMMEDIATELY PRIOR TO TERMINATION OF EMPLOYMENT.
THE COMPANY
MAY SATISFY ITS OBLIGATION TO PROVIDE A CONTINUATION OF HEALTH BENEFITS BY
PAYING THAT PORTION OF THE PARTICIPANT'S PREMIUMS REQUIRED UNDER COBRA THAT
EXCEED THE AMOUNT OF PREMIUMS THAT THE PARTICIPANT WOULD HAVE BEEN REQUIRED TO
PAY FOR CONTINUING COVERAGE HAD HE OR SHE CONTINUED IN EMPLOYMENT.
IF THE
COMPANY