WILL BE REPLACED BY THE TERM "18 MONTHS."
D.
IF EMPLOYEE IS UNABLE, AFTER ANY REASONABLE ACCOMMODATION REQUIRED
BY LAW, TO PERFORM HIS DUTIES AND RESPONSIBILITIES HEREUNDER BY REASON OF
ILLNESS INJURY OR INCAPACITY FOR MORE THAN SIX (6) CONSECUTIVE MONTHS,
EMPLOYEE'S EMPLOYMENT HEREUNDER MAY THEN BE TERMINATED BY COMPANY AND, IN THAT
CASE:
(1)
FOR A PERIOD OF 30 MONTHS FOLLOWING THE DATE OF SUCH TERMINATION,
THE COMPANY WILL MAKE MONTHLY SUPPLEMENTAL DISABILITY PAYMENTS TO EMPLOYEE, EACH
EQUAL TO 1/12 OF EMPLOYEE'S BASE SALARY AS OF THE DATE OF HIS TERMINATION;
(2)
EMPLOYEE WILL RECEIVE, IN LIEU OF CONTINUATION COVERAGE UNDER
COBRA, CONTINUED COVERAGE (FOR HIMSELF AND, TO THE EXTENT COVERED IMMEDIATELY
PRIOR TO THE DATE OF HIS TERMINATION, HIS SPOUSE AND ELIGIBLE DEPENDENTS) UNDER
THE COMPANY'S GROUP HEALTH PLAN, AS IN EFFECT FROM TIME TO TIME (OR, AT THE
ELECTION OF THE COMPANY, UNDER A MUTUALLY AGREED UPON AND REASONABLY COMPARABLE
INSURED INDIVIDUAL ARRANGEMENT) UNTIL THE EARLIER OF (I) THE END OF THE 30 MONTH
PERIOD FOLLOWING SUCH TERMINATION, OR (II) EMPLOYEE'S (OR, AS APPLICABLE, HIS
SPOUSE'S OR ELIGIBLE DEPENDENTS') ELIGIBILITY FOR MEDICARE OR COVERAGE UNDER
ANOTHER EMPLOYER'S GROUP HEALTH PLAN (OR, IN THE CASE OF HIS ELIGIBLE
DEPENDANTS, CESSATION OF THEIR STATUS AS ELIGIBLE DEPENDANTS UNDER THE TERMS OF
THE COMPANY'S GROUP HEALTH PLAN);
(3)
THE COMPANY WILL CONTINUE TO PROVIDE EMPLOYEE THE AUTOMOBILE AND
AUTOMOBILE INSURANCE DESCRIBED BELOW IN PARAGRAPH 6(D)(1) FOR A PERIOD OF ONE
YEAR FOLLOWING THE DATE OF SUCH TERMINATION AND TRANSFER TO EMPLOYEE, BUT NOT
PAY FURTHER PREMIUMS ON, ANY KEY MAN TERM LIFE INSURANCE POLICY THEN HELD ON HIS
LIFE;
(4)
THE COMPANY WILL PAY EMPLOYEE (I) A PRO-RATA ANNUAL BONUS FOR THE
YEAR OF TERMINATION, DETERMINED AND PAID IN THE SAME MANNER AND AT THE SAME TIME
AS HIS ANNUAL BONUS WOULD OTHERWISE HAVE BEEN DETERMINED AND PAID FOR THE
APPLICABLE YEAR, BUT FOR THE TERMINATION.
SUCH ANNUAL BONUS WILL BE PRO-RATED
BASED ON THE NUMBER OF FULL AND PARTIAL MONTHS OF THE YEAR TRANSPIRED PRIOR TO
THE DATE OF TERMINATION PLUS (II) ANY ANNUAL BONUS EARNED BUT NOT PREVIOUSLY
PAID WITH RESPECT TO A YEAR ENDED PRIOR TO THE DATE OF TERMINATION; AND
(5)
NOTWITHSTANDING THE TERMS OF ANY PRESENT OR FUTURE AWARD
AGREEMENTS, ALL OUTSTANDING OPTIONS, RESTRICTED STOCK AWARDS AND RESTRICTED
STOCK UNITS THEN HELD BY EMPLOYEE WILL BECOME FULLY VESTED.
Amounts payable under this paragraph 2(D) will be reduced by (x) any disability
or life insurance benefits payable with respect to the same period under any
Company funded disability or death benefit plan, policy or arrangement
(including, without limitation, any insurance purchased with the allowance
described below in paragraphs 6(D)(2) and 6(D)(3)) or under the Social Security
Act, and (y) with respect to the 30 month period described above, any amounts
earned by Employee during that period for the performance of personal services.
To the extent any insurance benefit described in the preceding sentence is
exempt from federal income tax,
3
then for purposes of this