OF ERISA OR IN THE CASE OF GROUP LIFE INSURANCE,
COMPARABLE PROVISIONS OF APPLICABLE STATE LAW ("COBRA"), THE COMPANY WILL
REIMBURSE THE ELIGIBLE EMPLOYEE FOR A PORTION OF HIS OR HER COBRA PREMIUMS UNDER
THE COMPANY'S GROUP MEDICAL, DENTAL, VISION AND LIFE PLANS.
THE AMOUNT OF THE
REIMBURSEMENT PURSUANT TO THIS SECTION FOR ANY PERIOD IS AN AMOUNT WHICH, PRIOR
TO ANY INCOME OR OTHER TAXES APPLICABLE TO THE REIMBURSEMENT, EQUALS THE AMOUNT
BY WHICH THE COBRA PREMIUM FOR THE PERIOD EXCEEDS THE PREMIUM PAID FOR THE
PERIOD FOR THE COVERAGE IN QUESTION BY SIMILARLY SITUATED ACTIVE EMPLOYEES OF
THE COMPANY.
IN ORDER TO RECEIVE REIMBURSEMENTS PURSUANT TO THIS SECTION, AN
ELIGIBLE EMPLOYEE MUST COMPLY WITH ANY REIMBURSEMENT POLICIES AND PROCEDURES
SPECIFIED BY THE COMPANY.
(B)
TO THE EXTENT AN ELIGIBLE EMPLOYEE INCURS A
TAX LIABILITY (INCLUDING FEDERAL, STATE AND LOCAL TAXES AND ANY INTEREST AND
PENALTIES WITH RESPECT THERETO) IN CONNECTION WITH A BENEFIT PROVIDED PURSUANT
TO SUBSECTION (A) WHICH HE OR SHE WOULD NOT HAVE INCURRED HAD HE OR SHE BEEN AN
ACTIVE EMPLOYEE OF THE COMPANY PARTICIPATING IN THE COMPANY'S BENEFIT PLANS, THE
COMPANY WILL MAKE A PAYMENT TO THE ELIGIBLE EMPLOYEE IN AN AMOUNT EQUAL TO SUCH
TAX LIABILITY PLUS AN ADDITIONAL AMOUNT SUFFICIENT TO PERMIT THE ELIGIBLE
EMPLOYEE TO RETAIN A NET AMOUNT AFTER ALL TAXES (INCLUDING PENALTIES AND
INTEREST) EQUAL TO THE INITIAL TAX LIABILITY IN CONNECTION WITH THE BENEFIT.
FOR PURPOSES OF APPLYING THE FOREGOING, AN ELIGIBLE EMPLOYEE'S TAX RATE WILL BE
DEEMED TO BE THE HIGHEST STATUTORY MARGINAL STATE AND FEDERAL TAX RATE (ON A
COMBINED BASIS) THEN IN EFFECT.
THE PAYMENT PURSUANT TO THIS SUBSECTION WILL BE
MADE WITHIN TEN BUSINESS DAYS AFTER THE ELIGIBLE EMPLOYEE'S REMITTAL OF A
WRITTEN REQUEST THEREFOR ACCOMPANIED BY A STATEMENT INDICATING THE BASIS FOR AN
AMOUNT OF THE LIABILITY.
4.4.
CONTINUATION OF PERQUISITES.
Subject to Sections 4.5 and 7.3(b), if an Eligible Employee has a Qualifying
Termination and satisfies the eligibility requirements described in Section 3.1,
then, through the end of the Eligible
8
Employee's Continuation Period, the Company will provide the Eligible Employee
with the same perquisites he or she was entitled to receive immediately prior to
his or her Termination Date, subject to any reductions applicable to similarly
situated active employees of the Company.
4.5.
LIMITATION ON BENEFITS.
(A)
IF, DURING AN ELIGIBLE EMPLOYEE'S
CONTINUATION PERIOD, THE ELIGIBLE EMPLOYEE AGAIN BECOMES AN EMPLOYEE OF THE
COMPANY OR ANY AFFILIATE, THE ELIGIBLE EMPLOYEE WILL NOT BE ENTITLED TO ANY
FURTHER BENEFITS PURSUANT TO THE PLAN.
IF THE ELIGIBLE EMPLOYEE SUBSEQUENTLY
HAS ANOTHER QUALIFYING TERMINATION AND IS ELIGIBLE TO RECEIVE BENEFITS PURSUANT
TO THE PLAN IN CONNECTION WITH THE QUALIFYING TERMINATION, THE AMOUNT OF THE
BENEFIT WILL BE REDUCED BY THE AMOUNT OR VALUE OF ANY BENEFITS HE OR SHE
RECEIVED PURSUANT TO THE PLAN IN CONNECTION WITH ANY PREVIOUS QUALIFYING
TERMINATION.
THE ADMINISTRATOR WILL DETERMINE HOW THE REDUCTION WILL BE MADE.
(B)
IF, DURING AN ELIGIBLE EMPLOYEE'S
CONTINUATION PERIOD, THE ELIGIBLE EMPLOYEE PERFORMS