through and
including the date of termination required under Section 5(a) hereof.
(ii)
Any benefits to which Executive may be entitled pursuant to the plans,
policies and arrangements referred to in Section 5(b) and/or Section 5(f) hereof
through and including the date of termination, as determined and paid in
accordance with the terms of such plans, policies and arrangements.
TERMINATION BY THE COMPANY WITHOUT CAUSE.
IN THE EVENT EXECUTIVE'S EMPLOYMENT
IS TERMINATED BY THE COMPANY WITHOUT CAUSE PURSUANT TO SECTION 6(D) HEREOF, THE
COMPANY SHALL PAY THE FOLLOWING AMOUNTS TO EXECUTIVE:
(I)
ANY ACCRUED BUT UNPAID SALARY
FOR THE BALANCE OF THE CURRENT BI-WEEKLY PAY PERIOD.
(II)
ANY BENEFITS TO WHICH EXECUTIVE
MAY BE ENTITLED PURSUANT TO THE PLANS, POLICIES AND ARRANGEMENTS REFERRED TO IN
SECTION 5(B), SECTION 5(C) AND/OR SECTION 5(F) HEREOF THROUGH AND INCLUDING THE
DATE OF TERMINATION, AS DETERMINED AND PAID IN ACCORDANCE WITH THE TERMS OF SUCH
PLANS, POLICIES AND ARRANGEMENTS.
(III)
AN AMOUNT EQUAL TO TWELVE (12)
MONTHS OF EXECUTIVE'S THEN APPLICABLE BASE SALARY SET FORTH IN SECTION 5(A), OR
THE BALANCE OF THE EMPLOYMENT TERM OF THIS AGREEMENT AT THE THEN CURRENT BASE
SALARY, WHICHEVER IS GREATER, PROVIDED EXECUTIVE EXECUTES AN AGREEMENT AND
GENERAL RELEASE IN A CUSTOMARY FORM TO BE PROVIDED BY THE COMPANY IN ITS SOLE
GOOD FAITH DISCRETION.
IT IS EXPRESSLY UNDERSTOOD THAT SAID AGREEMENT AND
GENERAL RELEASE SHALL NOT REQUIRE EXECUTIVE TO WAIVE (X) ANY RIGHT TO
INDEMNIFICATION EXECUTIVE MAY HAVE UNDER APPLICABLE BY-LAWS OR INSURANCE
POLICIES MAINTAINED BY THE COMPANY OR ITS SUBSIDIARIES, OR (Y) ANY RIGHT TO
VESTED EMPLOYEE BENEFITS.
PAYMENTS UNDER THIS SECTION SHALL BE MADE AT THE SAME
TIME AND IN THE SAME MANNER AS SUCH COMPENSATION WOULD HAVE BEEN PAID IF
EXECUTIVE HAD REMAINED IN ACTIVE EMPLOYMENT UNTIL THE END OF SUCH PERIOD.
(IV)
MEDICAL AND DENTAL INSURANCE.
IF
EXECUTIVE ELECTS TO CONTINUE HIS CURRENT MEDICAL AND DENTAL FAMILY COVERAGE
UNDER COMPANY'S MEDICAL AND DENTAL PLANS, THE COMPANY SHALL PAY FOR THE
COMPANY'S PORTION OF THE PREMIUMS FOR THE PERIOD BEGINNING ON THE DATE OF
TERMINATION OF EMPLOYMENT THROUGH THE DATE PAYMENTS TO EXECUTIVE CEASE PURSUANT
TO SECTION 8(D)(III) HEREOF AND THE EXECUTIVE SHALL PAY FOR THE EXECUTIVE'S
THEN-CURRENT PORTION OF THE PREMIUMS FOR SAID COVERAGE.
NOTWITHSTANDING THE
ABOVE, AT SUCH TIME AS EXECUTIVE SECURES NEW EMPLOYMENT PROVIDING MEDICAL AND
DENTAL COVERAGE, EXECUTIVE SHALL PROMPTLY NOTIFY COMPANY AND THE COMPANY'S
OBLIGATION TO PAY THE COMPANY'S PORTION OF THE PREMIUMS FOR COVERAGE WILL
CEASE.
AT THE END OF THE APPLICABLE PERIOD, EXECUTIVE MAY ELECT TO CONTINUE
SUCH COBRA COVERAGE FOR THE APPLICABLE COBRA PERIOD, AT HIS OWN EXPENSE, IN
ACCORDANCE WITH THE TERMS OF THE COMPANY'S MEDICAL AND DENTAL PLANS.
(V)
LIFE INSURANCE.
IF EXECUTIVE
ELECTS TO MAINTAIN THE "PORTABLE" PORTION OF HIS CURRENT METLIFE OPTIONAL LIFE
INSURANCE (OR ANY APPLICABLE SUCCESSOR INSURER) IN ACCORDANCE WITH THE
REQUIREMENTS OF THE PLAN AND METLIFE, THE EXECUTIVE SHALL PAY FOR ALL OF THE
PREMIUMS FOR COVERAGE DURING THE PERIOD BEGINNING ON HIS LAST DAY OF
EMPLOYMENT.
THE BASIC