OF TERMINATION, AND THE
DENOMINATOR OF WHICH IS 365, AND (3) ANY COMPENSATION PREVIOUSLY DEFERRED BY THE
EMPLOYEE UNDER A PLAN SPONSORED BY THE COMPANY OR ANY OF ITS AFFILIATED
COMPANIES (TOGETHER WITH ANY ACCRUED INTEREST OR EARNINGS THEREON), AND ANY
ACCRUED VACATION PAY, IN EACH CASE TO THE EXTENT NOT THERETOFORE PAID;
(II)
AN AMOUNT EQUAL TO TWO TIMES THE SUM OF (I) THE THEN CURRENT
ANNUAL BASE SALARY OF THE EMPLOYEE AND (II) THE HIGHEST ANNUAL BONUS; AND
(III)
AN AMOUNT EQUAL TO THE TOTAL OF THE EMPLOYER BASIC AND MATCHING
CONTRIBUTIONS CREDITED TO THE EMPLOYEE UNDER THE COMPANY'S (OR ANY OF ITS
AFFILIATED COMPANIES') 401(K) RETIREMENT AND SAVINGS PLAN (THE "401(K) PLAN")
AND ANY OTHER DEFERRED COMPENSATION PLAN DURING THE 12-MONTH PERIOD IMMEDIATELY
PRECEDING THE MONTH OF THE EMPLOYEE'S DATE OF TERMINATION MULTIPLIED BY TWO,
SUCH AMOUNT TO BE GROSSED UP SO THAT THE AMOUNT THE EMPLOYEE ACTUALLY RECEIVES
AFTER PAYMENT OF ANY FEDERAL OR STATE TAXES PAYABLE THEREON EQUALS THE AMOUNT
FIRST DESCRIBED ABOVE.
4
(B)
FOR A PERIOD OF TWO YEARS FROM THE EMPLOYEE'S DATE OF TERMINATION,
OR SUCH LONGER PERIOD AS MAY BE PROVIDED BY THE TERMS OF THE APPROPRIATE MEDICAL
AND/OR WELFARE BENEFIT PLAN, PROGRAM, PRACTICE OR POLICY, THE COMPANY SHALL
PROVIDE BENEFITS TO THE EMPLOYEE AND/OR THE EMPLOYEE'S FAMILY EQUAL TO THOSE
WHICH WOULD HAVE BEEN PROVIDED TO THEM IN ACCORDANCE WITH THE PLANS, PROGRAMS,
PRACTICES AND POLICIES IF THE EMPLOYEE'S EMPLOYMENT HAD NOT BEEN TERMINATED;
PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY OF SUCH PLANS, PROGRAMS, PRACTICES
OR POLICIES REQUIRING AN EMPLOYEE CONTRIBUTION, THE EMPLOYEE SHALL CONTINUE TO
PAY THE MONTHLY EMPLOYEE CONTRIBUTION FOR SAME, AND PROVIDED FURTHER, THAT IF
THE EMPLOYEE BECOMES EMPLOYED BY ANOTHER EMPLOYER AND IS ELIGIBLE TO RECEIVE
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.
(C)
THE COMPANY SHALL PAY TO THE EMPLOYEE AN AMOUNT EQUAL TO THE
FORFEITURE OF THE EMPLOYEE, IF ANY, UNDER THE COMPANY'S (OR ANY OF ITS
AFFILIATED COMPANIES') DEFERRED COMPENSATION PLAN AND/OR THE 401(K) PLAN AND ANY
OTHER SIMILAR PLANS.
SUCH PAYMENT SHALL BE MADE IN EACH CASE WITHIN 15 DAYS
AFTER THE FORFEITURE OCCURS UNDER THE APPLICABLE PLAN.
IF A FORFEITURE UNDER A
PLAN HAS NOT OCCURRED BY MARCH 1ST OF THE CALENDAR YEAR AFTER THE YEAR OF
TERMINATION (THE "DETERMINATION DATE"), BUT THE EMPLOYEE IS LESS THAN 100
PERCENT VESTED IN HIS ACCOUNT IN SUCH PLAN AS OF THE DATE OF THE EMPLOYEE'S
TERMINATION OF EMPLOYMENT FOR WHICH BENEFITS ARE PAYABLE PURSUANT TO THIS
AGREEMENT, THEN THE BENEFIT PAYABLE PURSUANT TO THIS SECTION 2(C) SHALL BE
CALCULATED AS IF SUCH FORFEITURE OCCURRED AS OF THE DETERMINATION DATE AND THE
BENEFIT DUE UNDER THIS SECTION SHALL BE PAID ON OR BEFORE 15 DAYS AFTER THE
DETERMINATION DATE.
THE PAYMENT PROVIDED IN THE PRECEDING SENTENCE SHALL BE IN
FULL SATISFACTION OF THE COMPANY'S OBLIGATION TO