SUCH
CASH PAYMENT INCLUDES THE AMOUNT THAT THE COMPANY WOULD HAVE OTHERWISE
CONTRIBUTED TO THE COMPANY'S DEFERRED COMPENSATION PLAN (OR OTHER NON-QUALIFIED
PLAN) IN RESPECT OF BOTH RETIREMENT AND MATCHING CONTRIBUTIONS UNDER THE
COMPANY'S EMPLOYEE SAVINGS PLAN (OR ANY SUCCESSOR PLAN) BECAUSE OF APPLICABLE
RULES RELATING TO TAX-QUALIFIED RETIREMENT PLANS);
(V)
REIMBURSEMENT TO EMPLOYEE OF REASONABLE COSTS INCURRED BY EMPLOYEE
FOR OUTPLACEMENT SERVICES IN THE TWELVE (12) MONTH PERIOD FOLLOWING TERMINATION
OF EMPLOYEE'S EMPLOYMENT; AND
(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 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, 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 PURSUANT TO SECTION 3(A)(III), 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)). IF EMPLOYEE IS REQUIRED TO PAY INCOME OR
OTHER TAXES ON ANY MEDICAL, LONG-TERM DISABILITY, DENTAL OR LIFE INSURANCE
BENEFITS PROVIDED OR PAID TO THE EMPLOYEE PURSUANT TO SECTION 3(A)(III) OR THIS
SECTION 3(C), THEN THE COMPANY SHALL PAY TO THE EMPLOYEE AN AMOUNT OF CASH
SUFFICIENT TO "GROSS-UP" SUCH BENEFITS OR PAYMENTS SO THAT EMPLOYEE'S "NET"
BENEFITS RECEIVED UNDER SECTION 3(A)(III) AND THIS SECTION 3(C) ARE NOT
DIMINISHED BY ANY SUCH TAXES THAT ARE IMPOSED WITH RESPECT TO THE SAME OR THE
COMPANY'S GROSS-UP HEREUNDER WITH RESPECT TO SUCH TAXES.
(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:
5
(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