NUMERATOR OF WHICH IS THE NUMBER
OF DAYS IN SUCH YEAR THROUGH THE DATE OF TERMINATION, AND THE DENOMINATOR OF
WHICH IS 365, AND (3) ANY ACCRUED VACATION PAY, IN EACH CASE TO THE EXTENT NOT
THERETOFORE PAID AND IN FULL SATISFACTION OF THE RIGHTS OF THE PARTICIPANT
THERETO;
(II)
AN AMOUNT EQUAL TO THE PRODUCT OF (1) THE PARTICIPANT'S SEVERANCE
MULTIPLE AND (2) THE SUM OF (X) THE PARTICIPANT'S ANNUAL SALARY AS IN EFFECT
IMMEDIATELY PRIOR TO HIS OR HER DATE OF TERMINATION, AND (Y) THE TARGET ANNUAL
INCENTIVE;
(III)
AN AMOUNT EQUAL TO (A) MINUS (B), WHERE (A) IS THE ACCRUED
PENSION BENEFIT UNDER THE QUALIFIED AND NON-QUALIFIED PENSION PLANS SPONSORED BY
7
THE EMPLOYER IN WHICH THE PARTICIPANT PARTICIPATES, WITH THE ADDITION OF
CREDITED SERVICE DURING THE SEPARATION PERIOD, AND (B) IS THE ACCRUED PENSION
BENEFIT UNDER THE QUALIFIED AND NON-QUALIFIED PENSION PLANS SPONSORED BY THE
EMPLOYER IN WHICH THE PARTICIPANT PARTICIPATES AS OF THE DATE OF TERMINATION;
AND
(IV)
THE SUM OF THE ADDITIONAL CONTRIBUTIONS (OTHER THAN PRE-TAX SALARY
DEFERRAL CONTRIBUTIONS BY THE PARTICIPANT) THAT WOULD HAVE BEEN MADE OR CREDITED
BY THE EMPLOYERS TO THE PARTICIPANT'S ACCOUNTS, WHETHER OR NOT THE PARTICIPANT
WAS VESTED THEREIN, UNDER EACH QUALIFIED DEFINED CONTRIBUTION PLAN AND
NON-QUALIFIED SUPPLEMENTAL EXECUTIVE SAVINGS PLAN, IF ANY, THAT COVERED THE
PARTICIPANT ON THE DAY IMMEDIATELY PROCEEDING THE DATE OF TERMINATION DETERMINED
BY ASSUMING THAT:
(A)
THE PARTICIPANT'S EMPLOYMENT HAD CONTINUED FOR THE SEPARATION
PERIOD AND THE PARTICIPANT CONTINUED AS AN ACTIVE PARTICIPANT IN SUCH PLANS;
(B)
THE PARTICIPANT'S RATE OF COMPENSATION BEING RECOGNIZED BY EACH
PLAN IMMEDIATELY PRIOR TO THE DATE OF TERMINATION HAD CONTINUED IN EFFECT DURING
THE SEPARATION PERIOD;
(C)
IN THE CASE OF MATCHING CONTRIBUTIONS, THE PARTICIPANT'S RATE OF
PRE-TAX SALARY DEFERRAL CONTRIBUTIONS IN EFFECT ON THE DAY IMMEDIATELY PRIOR TO
THE DATE OF TERMINATION HAD REMAINED IN EFFECT THROUGHOUT THE SEPARATION PERIOD;
AND
(D)
IN THE CASE OF DISCRETIONARY CONTRIBUTIONS BY THE EMPLOYERS, THE
EMPLOYERS CONTINUED TO MAKE SUCH CONTRIBUTIONS DURING THE SEPARATION PERIOD AT
THE RATE THAT APPLIED TO THE MOST RECENT PLAN YEAR THAT ENDED PRIOR TO THE DATE
OF TERMINATION.
(v)
the sum of the Executive's "flexible perquisite allowance" through
the Separation Period
(C)
THE CONTINUED BENEFITS REFERRED TO ABOVE
SHALL BE AS FOLLOWS:
(I)
DURING THE SEPARATION PERIOD, THE PARTICIPANT AND HIS FAMILY
SHALL BE PROVIDED WITH MEDICAL, DENTAL AND LIFE INSURANCE BENEFITS AS IF THE
PARTICIPANT'S EMPLOYMENT AS AN EMPLOYEE HAD NOT TERMINATED; PROVIDED, HOWEVER,
THAT IF THE PARTICIPANT BECOMES REEMPLOYED WITH ANOTHER EMPLOYER AND IS ELIGIBLE
TO RECEIVE SUCH MEDICAL OR OTHER WELFARE BENEFITS UNDER ANOTHER
EMPLOYER-PROVIDED PLAN, THE MEDICAL AND OTHER WELFARE BENEFITS DESCRIBED HEREIN
SHALL BE SECONDARY TO THOSE PROVIDED UNDER SUCH OTHER PLAN DURING SUCH
APPLICABLE PERIOD OF ELIGIBILITY, AND PROVIDED FURTHER, THAT WITH RESPECT TO ANY
SUCH BENEFITS PROVIDING FOR THE REIMBURSEMENT OF MEDICAL EXPENSES REFERRED TO IN
SECTION 105(B) OF THE CODE UNDER A SELF-INSURED MEDICAL REIMBURSEMENT PLAN
(WITHIN THE MEANING OF CODE SECTION 105(H)), INCLUDING, WITHOUT