DEFINED BENEFIT PENSION PLAN OF THE COMPANY IN WHICH THE EXECUTIVE
IS A PARTICIPANT, CALCULATED BY INCREASING THE EXECUTIVE'S AGE AND SERVICE
CREDIT UNDER SUCH PLANS AS OF THE DATE OF TERMINATION BY THREE (3) YEAR(S) OVER
(II) THE EXECUTIVE'S ACCRUED BENEFITS UNDER SUCH PLANS AS OF THE DATE OF
TERMINATION.
SUCH LUMP SUM CASH AMOUNT SHALL BE COMPUTED USING THE SAME
ACTUARIAL METHODS AND ASSUMPTIONS THEN IN USE FOR PURPOSES OF COMPUTING BENEFITS
UNDER SUCH PLANS, PROVIDED THAT THE INTEREST RATE USED IN MAKING SUCH
COMPUTATION SHALL NOT BE GREATER THAN THE INTEREST RATE PERMITTED UNDER SECTION
417(E) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ON THE
DATE OF TERMINATION.
(C)
FOR A PERIOD OF THREE (3) YEARS COMMENCING
ON THE DATE OF TERMINATION, THE COMPANY SHALL CONTINUE TO KEEP IN FULL FORCE AND
EFFECT ALL POLICIES OF MEDICAL AND LIFE INSURANCE WITH RESPECT TO THE EXECUTIVE
AND HIS DEPENDENTS WITH THE SAME LEVEL OF COVERAGE, UPON THE SAME TERMS AND
OTHERWISE TO THE SAME EXTENT AS SUCH POLICIES SHALL HAVE BEEN IN EFFECT
IMMEDIATELY PRIOR TO THE DATE OF TERMINATION OR AS PROVIDED GENERALLY WITH
RESPECT TO OTHER PEER EXECUTIVES OF THE COMPANY AND ITS AFFILIATED COMPANIES,
AND THE COMPANY AND THE EXECUTIVE SHALL SHARE THE COSTS OF THE CONTINUATION OF
SUCH INSURANCE COVERAGE IN THE SAME PROPORTION AS SUCH COSTS WERE SHARED
IMMEDIATELY PRIOR TO THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT THE
MEDICAL AND LIFE INSURANCE COVERAGE PROVIDED PURSUANT TO THIS SECTION 3(C) SHALL
BE IN LIEU OF ANY OTHER MEDICAL AND LIFE INSURANCE COVERAGE TO WHICH THE
EXECUTIVE IS ENTITLED UNDER ANY PLAN, POLICY OR ARRANGEMENT OF THE COMPANY OR
ANY LAW OBLIGATING THE COMPANY TO PROVIDE SUCH INSURANCE COVERAGE UPON
TERMINATION OF EMPLOYMENT OF THE EXECUTIVE.
(D)
IF DURING THE TERMINATION PERIOD THE
EMPLOYMENT OF THE EXECUTIVE SHALL TERMINATE BY REASON OF A NONQUALIFYING
TERMINATION, THEN THE COMPANY SHALL PAY TO THE EXECUTIVE, WITHIN 30 DAYS
FOLLOWING THE DATE OF TERMINATION, A CASH AMOUNT EQUAL TO THE SUM OF:
7
(1)
THE EXECUTIVE'S FULL ANNUAL BASE SALARY
FROM THE COMPANY THROUGH THE DATE OF TERMINATION, TO THE EXTENT NOT THERETOFORE
PAID, AND
(2)
ANY COMPENSATION PREVIOUSLY DEFERRED BY THE
EXECUTIVE (TOGETHER WITH ANY INTEREST AND EARNINGS THEREON) AND ANY ACCRUED
VACATION PAY, IN EACH CASE TO THE EXTENT NOT THERETOFORE PAID.
4.
CERTAIN ADDITIONAL PAYMENTS BY THE
COMPANY.
(A)
ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, IN THE EVENT IT SHALL BE DETERMINED THAT ANY PAYMENT OR
DISTRIBUTION BY THE COMPANY OR ITS AFFILIATED COMPANIES TO OR FOR THE BENEFIT OF
THE EXECUTIVE (WHETHER PAID OR PAYABLE OR DISTRIBUTED OR DISTRIBUTABLE PURSUANT
TO THE TERMS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, AS A
RESULT OF THE ACCELERATION OF THE VESTING OF STOCK OPTIONS, RESTRICTED STOCK
UNITS OR OTHER EQUITY AWARDS, BUT DETERMINED WITHOUT REGARD TO ANY ADDITIONAL
PAYMENTS REQUIRED UNDER THIS SECTION 4) (A "PAYMENT") WOULD BE SUBJECT TO THE
EXCISE TAX IMPOSED BY SECTION 4999