A PERIOD OF EIGHTEEN (18) MONTHS AFTER
THE DATE OF TERMINATION, THE CORPORATION SHALL CONTINUE TO PROVIDE BENEFITS TO
THE EXECUTIVE AND/OR THE EXECUTIVE'S FAMILY AT LEAST EQUAL TO THOSE WHICH WOULD
HAVE BEEN PROVIDED TO THEM IN ACCORDANCE WITH THE PLANS, PROGRAMS AND
ARRANGEMENTS REFERRED TO IN SECTION 6(A) OF THIS AGREEMENT; PROVIDED, HOWEVER,
NOTWITHSTANDING THE FOREGOING, IF THE DISCHARGE OR RESIGNATION OCCURS WITHIN TWO
(2) YEARS FOLLOWING THE DATE OF A CHANGE OF CONTROL OR A POTENTIAL CHANGE OF
CONTROL, THEN THE APPLICABLE TIME PERIOD SHALL BE TWENTY-FOUR (24) MONTHS;
PROVIDED, HOWEVER, ANY BENEFITS (SUCH AS ONGOING CONTRIBUTIONS AND PARTICIPATION
IN A 401(K) PLAN) WHICH MAY NOT BE PROVIDED PURSUANT TO APPLICABLE LAW OR
REGULATIONS SHALL NOT BE PROVIDED DURING THE FOREGOING PERIOD; PROVIDED,
FURTHER, EXECUTIVE AGREES TO ELECT COBRA COVERAGE TO THE EXTENT AVAILABLE UNDER
THE CORPORATION'S HEALTH INSURANCE PLANS (AND THE CORPORATION SHALL REIMBURSE
THE COST OF ANY PREMIUMS FOR SUCH COVERAGE ON AN AFTER-TAX BASIS).
ANY PAYMENT
OR REIMBURSEMENT UNDER THIS SECTION 9(B)(III) THAT IS TAXABLE TO THE EXECUTIVE
SHALL BE MADE BY DECEMBER 31 OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN
WHICH EXECUTIVE OR FAMILY MEMBER INCURRED THE EXPENSE.
(IV)
ALL LONG-TERM INCENTIVE COMPENSATION AWARDS TO
THE EXECUTIVE, INCLUDING (BUT NOT BY WAY OF LIMITATION) ALL EQUITY-BASED
INCENTIVE COMPENSATION AWARDS (SUCH AS (A) OPTIONS TO PURCHASE STOCK OF PARENT,
(B) RESTRICTED STOCK OF PARENT, OR (C) SIMILAR EQUITY-BASED UNITS OR INTERESTS)
SHALL, IF NOT OTHERWISE VESTED, VEST IN FULL UPON SUCH TERMINATION OF THIS
AGREEMENT.
(C)
REQUIRED DELAY FOR CERTAIN DEFERRED
COMPENSATION AND SECTION 409A.
IN THE EVENT THAT ANY COMPENSATION WITH RESPECT
TO THE EXECUTIVE'S TERMINATION IS "DEFERRED COMPENSATION" WITHIN THE MEANING OF
SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
THE REGULATIONS THEREUNDER ("SECTION 409A"), THE STOCK OF THE CORPORATION,
PARENT, OR ANY AFFILIATE IS PUBLICLY TRADED ON AN ESTABLISHED SECURITIES MARKET
OR OTHERWISE, AND THE EXECUTIVE IS DETERMINED TO BE A "SPECIFIED EMPLOYEE," AS
DEFINED IN SECTION 409A(A)(2)(B)(I), PAYMENT OF SUCH COMPENSATION SHALL BE
DELAYED AS REQUIRED BY SECTION 409A.
SUCH DELAY SHALL LAST SIX (6) MONTHS FROM
THE DATE OF TERMINATION, EXCEPT IN THE EVEN OF THE EXECUTIVE'S DEATH.
WITHIN
THIRTY (30) DAYS FOLLOWING THE END OF SUCH SIX (6) MONTH PERIOD, OR, IF EARLIER,
THE EXECUTIVE'S DEATH, THE CORPORATION WILL MAKE A CATCH-UP PAYMENT TO THE
EXECUTIVE EQUAL TO THE TOTAL AMOUNT OF SUCH PAYMENTS THAT WOULD HAVE BEEN MADE
DURING THE SIX (6) MONTH PERIOD BUT FOR THIS SECTION 9(C).
WHEREVER PAYMENTS
UNDER THIS SECTION 9 ARE TO BE MADE IN INSTALLMENTS, EACH SUCH INSTALLMENT SHALL
BE DEEMED TO BE A SEPARATE PAYMENT FOR PURPOSES OF SECTION 409A.
(D)
RELEASE AS CONDITION TO PAYMENT.
AS A
CONDITION TO RECEIVING THE BENEFITS AND PAYMENTS UNDER SECTION 9(B), THE
EXECUTIVE SHALL BE REQUIRED TO EXECUTE A RELEASE OF ANY CLAIMS AND POTENTIAL
CLAIMS AGAINST THE CORPORATION AND ITS AFFILIATES AND DIRECTORS THAT THE
EXECUTIVE MIGHT HAVE RELATED TO HIS EMPLOYMENT.
IN ADDITION,