(less applicable tax
withholding) shall be paid on the first anniversary of the Retirement Date as
long as Executive has not violated the provisions of paragraphs 8 and 9 hereof.
3.
THE COMPANY SHALL PROVIDE TO EXECUTIVE A CONTINUATION OF THE
WELFARE BENEFITS OF HEALTH CARE, LIFE AND ACCIDENTAL DEATH AND DISMEMBERMENT
INSURANCE COVERAGE (OR IF CONTINUATION UNDER THE COMPANY'S THEN CURRENT PLANS IS
NOT ALLOWED, THEN PROVISION AT THE COMPANY'S EXPENSE, BUT SUBJECT TO PAYMENT BY
EXECUTIVE OF THOSE PAYMENTS WHICH EXECUTIVE WOULD HAVE BEEN OBLIGATED TO MAKE
UNDER THE COMPANY'S THEN CURRENT PLAN, OF SUBSTANTIALLY SIMILAR WELFARE BENEFITS
FROM ONE OR MORE THIRD PARTY PROVIDERS) FOR A PERIOD OF THIRTY (30) MONTHS AFTER
THE RETIREMENT DATE (THE "POST-RETIREMENT PERIOD").
THESE BENEFITS SHALL BE
PROVIDED TO EXECUTIVE AT THE SAME COVERAGE LEVEL AS IN EFFECT AS OF THE
RETIREMENT DATE, AND AT THE SAME PREMIUM COST TO EXECUTIVE WHICH WAS PAID BY
EXECUTIVE AT THE TIME SUCH BENEFITS WERE PROVIDED.
HOWEVER, IN THE EVENT THE
PREMIUM COST AND/OR LEVEL OF COVERAGE SHALL CHANGE FOR ALL EMPLOYEES OF THE
COMPANY, OR FOR MANAGEMENT EMPLOYEES WITH RESPECT TO SUPPLEMENTAL BENEFITS, THE
COST AND/OR COVERAGE LEVEL, LIKEWISE, SHALL CHANGE FOR EXECUTIVE IN A
CORRESPONDING MANNER.
THE CONTINUATION OF THESE WELFARE BENEFITS SHALL BE
DISCONTINUED IF, PRIOR TO THE EXPIRATION OF THE POST-RETIREMENT PERIOD,
EXECUTIVE HAS AVAILABLE SUBSTANTIALLY SIMILAR BENEFITS AT A COMPARABLE COST TO
EXECUTIVE FROM A SUBSEQUENT EMPLOYER, AS DETERMINED BY THE COMPENSATION
COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS (OR, IN THE EVENT THE COMPENSATION
COMMITTEE CEASES TO EXIST, THE BOARD OF DIRECTORS).
EXECUTIVE COVENANTS THAT HE
WILL PROMPTLY NOTIFY THE COMPANY IF HE BECOMES ELIGIBLE FOR HEALTH CARE, LIFE
AND/OR ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE COVERAGE FROM ANOTHER
EMPLOYER.
THE CONTINUATION OF HEALTHCARE COVERAGE PROVIDED TO EXECUTIVE AND HIS
DEPENDENTS PURSUANT TO THIS PARAGRAPH 3 IS BEING PROVIDED AS AN ALTERNATIVE TO
CONTINUATION COVERAGE UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT
OF 1985, AS AMENDED ("COBRA").
EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE AND
HIS DEPENDENTS SHALL HAVE NO RIGHT TO CONTINUATION COVERAGE UNDER COBRA
FOLLOWING THE CESSATION OF SUCH ALTERNATIVE COVERAGE.
4.
EXECUTIVE SHALL BE ENTITLED TO 53.0% OF ANY TARGET BONUS HE WOULD
HAVE EARNED UNDER THE COMPANY'S BONUS PROGRAM IF HE HAD REMAINED AN EMPLOYEE
THROUGH THE END OF 2004.
THE PARTIES ACKNOWLEDGE THAT UNDER THE COMPANY'S BONUS
PROGRAM EXECUTIVE'S TARGET BONUS IS 60% OF HIS 2004 BASE SALARY IF THE TARGETS
ESTABLISHED BY THE COMPENSATION COMMITTEE ARE MET.
THE DETERMINATION OF
EXECUTIVE'S BONUS PURSUANT TO THIS PARAGRAPH WILL BE BASED ON THE SAME REVENUE,
EPS AND STRATEGIC TARGETS ESTABLISHED FOR ALL SENIOR EXECUTIVES OF THE COMPANY,
AS WELL AS ON THE INDIVIDUAL GOALS FOR EXECUTIVE PREVIOUSLY ESTABLISHED BY THE
COMPENSATION COMMITTEE, IT BEING UNDERSTOOD THAT THE COMPENSATION COMMITTEE HAS
DISCRETION TO MAKE CHANGES TO THE BONUS CALCULATIONS BASED ON THEIR VIEW OF
OVERALL CORPORATE PERFORMANCE.
EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT
THERE IS NO ASSURANCE THAT ANY BONUS WILL BE EARNED UNDER THE BONUS PROGRAM.
ALL OTHER