PROVIDED, THAT TO THE EXTENT THAT THE
AMOUNT OF SUCH CONTRIBUTION EXCEEDS THE AMOUNT THEN ALLOWED TO BE CONTRIBUTED TO
THE PLAN UNDER THE APPLICABLE RULES RELATING TO TAX QUALIFIED RETIREMENT PLANS,
THEN THE EXCESS SHALL BE PAID TO THE EMPLOYEE IN CASH; (VII) REIMBURSEMENT TO
EMPLOYEE OF REASONABLE COSTS INCURRED BY EMPLOYEE FOR OUTPLACEMENT SERVICES IN
THE 24-MONTH PERIOD FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT.
(B)
ALL AMOUNTS PAYABLE BY THE COMPANY TO THE
EMPLOYEE IN CASH PURSUANT TO SECTION 3(A) SHALL BE MADE IN A LUMP SUM UNLESS THE
EMPLOYEE OTHERWISE ELECTS AND NOTIFIES THE COMPANY IN WRITING PRIOR TO THE
TERMINATION OF EMPLOYEE'S
3
EMPLOYMENT OF EMPLOYEE'S DESIRE
TO HAVE ALL PAYMENTS MADE IN ACCORDANCE WITH THE COMPANY'S REGULAR SALARY AND
BENEFIT PAYMENT PRACTICES, PROVIDED THAT (I) THE LUMP SUM PAYMENT OR FIRST
PAYMENT SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE EMPLOYEE'S TERMINATION
HEREUNDER, AND (II) THE EMPLOYEE MAY ELECT TO DEFER SUCH PAYMENTS PURSUANT TO
THE COMPANY'S THEN-EXISTING DEFERRED COMPENSATION PLAN(S). ALL OTHER AMOUNTS
PAYABLE BY THE COMPANY TO THE EMPLOYEE PURSUANT TO SECTION 3 SHALL BE PAID OR
PROVIDED IN ACCORDANCE WITH THE COMPANY'S STANDARD PAYROLL AND REIMBURSEMENT
PROCEDURES, AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL.
(C)
IN THE EVENT THAT MEDICAL, LONG-TERM
DISABILITY, DENTAL AND LIFE INSURANCE BENEFITS CANNOT BE PROVIDED UNDER
APPROPRIATE COMPANY GROUP INSURANCE POLICIES, AN AMOUNT EQUAL TO THE PREMIUM
NECESSARY FOR THE EMPLOYEE TO PURCHASE DIRECTLY THE SAME LEVEL OF COVERAGE IN
EFFECT IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL SHALL BE ADDED TO THE
COMPANY'S PAYMENTS TO EMPLOYEE PURSUANT TO SECTION 3(A) (PAYABLE IN THE MANNER
ELECTED BY THE EMPLOYEE PURSUANT TO SECTION 3(B)).
(D)
IF THERE IS A CHANGE OF CONTROL AS DEFINED
ABOVE, THE COMPANY WILL PROVIDE SALARY AND BENEFITS CONTINUATION IF AT ANY TIME
DURING THE FIRST TWENTY-FOUR (24) MONTHS FOLLOWING THE CHANGE OF CONTROL, EITHER
(I) THE COMPANY TERMINATES THE EMPLOYEE'S EMPLOYMENT OTHER THAN FOR CAUSE AS
DEFINED IN SECTION 4 BELOW OR (II) THE EMPLOYEE TERMINATES HIS/HER EMPLOYMENT
FOR "GOOD REASON" AS DEFINED BELOW.
(E)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" IS DEFINED AS:
(I)
REMOVAL OF THE EMPLOYEE FROM THE
POSITION HE/SHE HELD IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL (BY REASON OTHER
THAN DEATH, DISABILITY OR CAUSE);
(II)
THE ASSIGNMENT TO THE EMPLOYEE OF ANY
DUTIES INCONSISTENT WITH THOSE PERFORMED BY THE EMPLOYEE IMMEDIATELY PRIOR TO
THE CHANGE OF CONTROL OR A SUBSTANTIAL ALTERATION IN THE NATURE OR STATUS OF THE
EMPLOYEE'S RESPONSIBILITIES WHICH RENDERS THE EMPLOYEE'S POSITION TO BE OF LESS
DIGNITY, RESPONSIBILITY OR SCOPE;
(III)
A REDUCTION BY THE COMPANY IN THE EMPLOYEE'S
ANNUAL BASE SALARY AS IN EFFECT ON THE DATE HEREOF OR AS THE SAME MAY BE
INCREASED FROM TIME TO TIME, EXCEPT FOR PROPORTIONAL ACROSS-THE-BOARD SALARY
REDUCTIONS SIMILARLY AFFECTING ALL EXECUTIVES OF THE COMPANY AND ALL EXECUTIVES
OF ANY PERSON IN CONTROL OF THE COMPANY, PROVIDED, HOWEVER, THAT IN NO EVENT
SHALL THE EMPLOYEE'S ANNUAL BASE SALARY BE REDUCED BY AN