GROUP
HEALTH, DENTAL, AND/OR VISION PLANS THROUGH COBRA, THE COMPANY SHALL REIMBURSE
THE COST OF COBRA CONTINUATION COVERAGE FOR EMPLOYEE (AND, WHERE APPLICABLE,
EMPLOYEE'S DEPENDENTS) OVER THE SEVERANCE BENEFIT PERIOD (THE "COBRA
CONTINUATION PAYMENTS").
EMPLOYEE WILL CONTINUE TO PAY THE SAME PORTION OF THE
COST OF SUCH BENEFITS AS HE CURRENTLY PAYS AS OF THE LAST DAY OF HIS EMPLOYMENT
WITH THE COMPANY, OR, IF LESSER, THE SAME PORTION OF THE COST OF SUCH BENEFITS
AS HE PAID IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL.
THE COBRA CONTINUATION
PAYMENTS WILL CEASE, AND THE COMPANY WILL HAVE NO FURTHER OBLIGATIONS WITH
RESPECT TO THE PAYMENT OF ANY PREMIUMS FOR CONTINUATION COVERAGE TO EMPLOYEE, AS
OF THE EARLIER OF (A) THE CONCLUSION OF THE SEVERANCE BENEFIT PERIOD; OR (B) THE
CESSATION OF EMPLOYEE'S COBRA ELIGIBILITY.
(B)
TERMINATION APART FROM A CHANGE OF CONTROL.
IF THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY TERMINATES OTHER THAN AS A RESULT OF AN INVOLUNTARY
TERMINATION AT ANY TIME THREE (3) MONTHS PRIOR OR TWELVE (12) MONTHS FOLLOWING A
CHANGE OF CONTROL, THEN THE EMPLOYEE SHALL NOT BE ENTITLED TO RECEIVE SEVERANCE
OR OTHER BENEFITS HEREUNDER, BUT MAY BE ELIGIBLE FOR THOSE BENEFITS (IF ANY) AS
MAY THEN BE ESTABLISHED UNDER THE COMPANY'S THEN EXISTING SEVERANCE AND BENEFITS
PLANS AND POLICIES AT THE TIME OF SUCH TERMINATION.
(C)
ACCRUED WAGES AND VACATION; EXPENSES.
WITHOUT REGARD TO THE REASON
FOR, OR THE TIMING OF, EMPLOYEE'S TERMINATION OF EMPLOYMENT:
(I) THE COMPANY
SHALL PAY THE EMPLOYEE ANY UNPAID BASE SALARY AND INCENTIVE CASH COMPENSATION
DUE FOR PERIODS PRIOR TO THE TERMINATION DATE; (II) THE COMPANY SHALL PAY THE
EMPLOYEE ALL OF THE EMPLOYEE'S ACCRUED AND UNUSED VACATION THROUGH THE
TERMINATION DATE; AND (III) FOLLOWING SUBMISSION OF PROPER EXPENSE REPORTS BY
THE EMPLOYEE, THE COMPANY SHALL REIMBURSE THE EMPLOYEE FOR ALL EXPENSES
REASONABLY AND NECESSARILY INCURRED BY THE EMPLOYEE IN CONNECTION WITH THE
BUSINESS OF THE COMPANY PRIOR TO THE TERMINATION DATE.
THESE PAYMENTS SHALL BE
MADE PROMPTLY UPON TERMINATION AND WITHIN THE PERIOD OF TIME MANDATED BY LAW.
(D)
INTERNAL REVENUE CODE SECTION 409A. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IF THE EMPLOYEE IS A "SPECIFIED EMPLOYEE" UNDER
INTERNAL REVENUE CODE SECTION 409A AND A DELAY IN MAKING ANY PAYMENT OR
PROVIDING ANY BENEFIT UNDER THIS AGREEMENT IS REQUIRED BY CODE SECTION 409A AND
ANY TREASURY REGULATIONS, AND IRS GUIDANCE THEREUNDER, OR NECESSARY IN THE GOOD
FAITH JUDGMENT OF THE COMPANY, TO AVOID THE EMPLOYEE INCURRING ADDITIONAL TAX
UNDER SECTION 409A, SUCH PAYMENTS OR BENEFITS SHALL NOT BE PAID OR PROVIDED
UNTIL THE END OF SIX (6) MONTHS FOLLOWING THE DATE OF THE EMPLOYEE'S SEPARATION
FROM SERVICE IN ACCORDANCE WITH CODE SECTION 409A.
5.
LIMITATION ON PAYMENTS.
IN THE EVENT THAT THE SEVERANCE AND OTHER
BENEFITS PROVIDED FOR IN THIS AGREEMENT OR OTHERWISE PAYABLE TO THE EMPLOYEE
(I) CONSTITUTE "PARACHUTE PAYMENTS" WITHIN THE MEANING OF SECTION 280G OF THE
CODE, AND (II) WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE
CODE (THE "EXCISE TAX"),