ABOVE, SUBJECT TO THE TERMS IN SUBPARAGRAPH (II) AND PARAGRAPH 9 BELOW AND THE
REQUIREMENTS OF PARAGRAPH 10 BELOW, IN ADDITION TO ALL ACCRUED AND VESTED
BENEFITS PAYABLE UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES,
INCLUDING, BUT NOT LIMITED TO, UNPAID INCENTIVE COMPENSATION AWARDS EARNED UNDER
THE INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE PERIODS, MASKAL
SHALL BE PROVIDED WITH THE FOLLOWING SALARY CONTINUATION AND OTHER BENEFITS FOR
THE DURATION OF THE SEVERANCE PERIOD (AS DEFINED BELOW):
(1) CURRENT ANNUAL
BASE SALARY AND INCENTIVE COMPENSATION AWARDS EARNED AT THE THRESHOLD AMOUNT
SHALL BE PAID DURING THE SEVERANCE PERIOD ("SALARY CONTINUATION"), WHICH SALARY
CONTINUATION SHALL BE PAID IN THE SAME MANNER AND PURSUANT TO THE SAME PAYROLL
PROCEDURES THAT WERE IN EFFECT PRIOR TO THE EFFECTIVE DATE OF TERMINATION; (2)
CONTINUATION OF MEDICAL, DENTAL, LIFE INSURANCE AND DISABILITY INSURANCE FOR
HER, HER SPOUSE AND HER DEPENDENTS, DURING THE SEVERANCE PERIOD, AS IN EFFECT ON
THE EFFECTIVE DATE OF TERMINATION ("OTHER BENEFITS"), OR IF THE CONTINUATION OF
ALL OR ANY OF THE OTHER BENEFITS IS NOT AVAILABLE BECAUSE OF HER STATUS AS A
TERMINATED EMPLOYEE, A PAYMENT EQUAL TO THE MARKET VALUE OF SUCH EXCLUDED OTHER
BENEFITS; (3) IF ALLOWABLE UNDER THE CORPORATION'S QUALIFIED PENSION PLAN IN
EFFECT ON THE DATE OF TERMINATION, CREDIT FOR ADDITIONAL YEARS OF SERVICE DURING
THE SEVERANCE PERIOD; AND (4) OUTPLACEMENT SERVICES OF AN INDEPENDENT THIRD
PARTY, MUTUALLY SATISFACTORY TO BOTH PARTIES, UNTIL THE EARLIER OF ONE YEAR
AFTER THE EFFECTIVE DATE OF TERMINATION, OR UNTIL SHE OBTAINS NEW EMPLOYMENT;
THE COST FOR SUCH SERVICE WILL BE PAID IN FULL BY THE CORPORATION.
FOR PURPOSES
OF THIS AGREEMENT (EXCEPT FOR PARAGRAPH 9 BELOW), THE "SEVERANCE PERIOD" SHALL
MEAN THE PERIOD FROM THE DATE OF TERMINATION OF EMPLOYMENT TO THE FIRST (1ST)
ANNIVERSARY OF THE DATE OF SUCH TERMINATION.
(II)
SUBJECT TO PARAGRAPH 10 BELOW, IN THE EVENT MASKAL ACCEPTS OTHER
EMPLOYMENT DURING THE SEVERANCE PERIOD, THE CORPORATION SHALL CONTINUE THE
SALARY CONTINUATION IN FORCE UNTIL THE END OF THE SEVERANCE PERIOD. ALL OTHER
BENEFITS DESCRIBED IN SUBPARAGRAPH (I)(2) AND THE BENEFIT SET FORTH IN (I)(3),
OTHER THAN ALL ACCRUED AND VESTED BENEFITS PAYABLE UNDER THE CORPORATION'S
EMPLOYMENT AND BENEFIT POLICIES, SHALL CEASE.
(III)
MASKAL SHALL NOT BE REQUIRED TO SEEK OR ACCEPT ANY OTHER
EMPLOYMENT. RATHER, THE ELECTION OF WHETHER TO SEEK OR ACCEPT OTHER EMPLOYMENT
SHALL BE SOLELY WITHIN MASKAL'S DISCRETION. IF DURING THE SEVERANCE PERIOD
MASKAL IS RECEIVING ALL OR ANY PART OF THE BENEFITS SET FORTH IN SUBPARAGRAPH
(I) ABOVE AND SHE SHOULD DIE, THEN SALARY CONTINUATION REMAINING DURING THE
SEVERANCE PERIOD SHALL BE PAID FULLY AND COMPLETELY TO HER SPOUSE OR SUCH
INDIVIDUAL DESIGNATED BY HER OR IF NO SUCH PERSON IS DESIGNATED TO HER ESTATE.
(B)
RELEASE. THE OBLIGATION OF THE CORPORATION TO PROVIDE THE SALARY
CONTINUATION AND OTHER BENEFITS DESCRIBED IN SUBPARAGRAPH (A) ABOVE IS
CONTINGENT UPON AND SUBJECT TO THE EXECUTION AND DELIVERY BY MASKAL OF A GENERAL
RELEASE, IN FORM AND SUBSTANCE SATISFACTORY TO MASKAL AND THE CORPORATION.
WITHOUT