SUCH TERMINATION OCCURS, OR (III) THE ACTUAL BONUS
ATTAINED FOR THE FISCAL YEAR IN WHICH SUCH TERMINATION OCCURS.
FOR PURPOSES OF
THIS AGREEMENT, "DISABILITY" MEANS THE EXECUTIVE'S LONG-TERM DISABILITY AS
DEFINED UNDER THE COMPANY'S LONG-TERM DISABILITY PLAN, OR IF THE EXECUTIVE IS
NOT COVERED BY A LONG-TERM DISABILITY PLAN SPONSORED BY THE COMPANY, THE
EXECUTIVE'S INABILITY TO ENGAGE IN ANY SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF
ANY MEDICALLY-DETERMINED PHYSICAL OR MENTAL IMPAIRMENT THAT CAN BE EXPECTED TO
RESULT IN DEATH OR TO BE OF LONG-CONTINUED AND INDEFINITE DURATION.
(D)
TERMINATION BY THE COMPANY WITHOUT CAUSE, OR VOLUNTARY TERMINATION
BY THE EXECUTIVE FOR GOOD REASON.
IF THE COMPANY TERMINATES THE EXECUTIVE'S
EMPLOYMENT OTHER THAN FOR CAUSE, OR THE EXECUTIVE VOLUNTARILY TERMINATES HER
EMPLOYMENT FOR GOOD REASON, IN ADDITION TO THE BENEFITS PAYABLE UNDER PARAGRAPH
5(A), THE COMPANY WILL PAY THE FOLLOWING AMOUNTS AND PROVIDE THE FOLLOWING
BENEFITS:
(I)
A LUMP SUM AMOUNT EQUAL TO ONE AND ONE-HALF (1.5) MULTIPLIED BY
THE SUM OF THE EXECUTIVE'S BASE SALARY AND ANNUAL BONUS.
FOR THIS PURPOSE,
"ANNUAL BONUS" WILL BE DETERMINED AS THE HIGHEST OF (I) THE ACTUAL BONUS PAID
FOR THE FISCAL YEAR IMMEDIATELY PRECEDING SUCH TERMINATION, (II) THE TARGET
BONUS FOR THE FISCAL YEAR IN WHICH SUCH TERMINATION OCCURS, OR (III) THE ACTUAL
BONUS ATTAINED FOR THE FISCAL YEAR IN WHICH SUCH TERMINATION OCCURS.
(II)
CONTINUED COVERAGE UNDER THE COMPANY'S MEDICAL, DENTAL, LIFE,
DISABILITY, 401(K), PROFIT SHARING AND OTHER EXECUTIVE BENEFIT PLANS THROUGH THE
18 MONTH ANNIVERSARY OF THE DATE THAT EXECUTIVE'S EMPLOYMENT WAS TERMINATED, AT
THE SAME COST TO THE EXECUTIVE AS IN EFFECT ON THE DATE OF THE EXECUTIVE'S
TERMINATION.
IF THE COMPANY DETERMINES THAT THE EXECUTIVE CANNOT PARTICIPATE IN
ANY BENEFIT PLAN BECAUSE SHE IS NOT ACTIVELY PERFORMING SERVICES FOR THE
COMPANY, THE COMPANY MAY PROVIDE SUCH BENEFITS UNDER AN ALTERNATE ARRANGEMENT,
SUCH AS THROUGH THE PURCHASE OF AN INDIVIDUAL INSURANCE POLICY THAT PROVIDES
SIMILAR BENEFITS OR, IF APPLICABLE, THROUGH A NONQUALIFIED PENSION OR PROFIT
SHARING PLAN.
THE AMOUNT OF SUCH CONTINUED COVERAGE WILL BE DETERMINED, IF
APPLICABLE, BY ADDING 18 ADDITIONAL MONTHS OF AGE AND SERVICE TO THE EXECUTIVE'S
ACTUAL AGE AND SERVICE AS OF THE EXECUTIVE'S TERMINATION DATE AND AS IF THE
EXECUTIVE EARNED COMPENSATION DURING SUCH 18-MONTH PERIOD AT THE RATE IN EFFECT
DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING HER TERMINATION DATE.
TO THE
EXTENT THAT THE EXECUTIVE'S COMPENSATION IS NECESSARY FOR DETERMINING THE AMOUNT
OF ANY SUCH CONTINUED COVERAGE OR BENEFITS, SUCH COMPENSATION (BASE SALARY AND
ANNUAL
4
BONUS) THROUGH THE END OF THE TERM WILL BE AT THE HIGHEST RATE IN EFFECT DURING
THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EXECUTIVE'S TERMINATION OF
EMPLOYMENT.
(III)
OBTAIN PROFESSIONAL OUTPLACEMENT SERVICES FOR THE EXECUTIVE, AT
THE COMPANY'S EXPENSE, TO BE PERFORMED BY A NATIONALLY RECOGNIZED OUTPLACEMENT
FIRM SELECTED BY THE EXECUTIVE.
(IV)
THE 18-MONTH PERIOD OF BENEFIT CONTINUATION FOLLOWING THE DATE OF
TERMINATION WILL COUNT FOR PURPOSES OF DETERMINING THE EXECUTIVE'S AGE AND
SERVICE WITH THE COMPANY WITH RESPECT TO (A) ELIGIBILITY, VESTING AND THE AMOUNT