compensation for each of those three years had been equal to the sum of (I) the Executive’s Annual Base Salary and
(II) the average of the annual cash bonuses payable to the Executive under the bonus programs of the Company and
the Affiliated Companies during the period of three years ending on the Effective Date, or such shorter period during
which the Executive has been employed by the Company (disregarding for this purpose any deferral of the payment
of any such bonuses), over
(b) The actuarial equivalent of the Executive’s actual benefit (paid or payable) under the Retirement Plan
and the Excess Plan (including any benefits that vest pursuant to the first sentence of this subsection (ii)) as of the
Date of Termination.
(iii) The Company shall pay the Executive a lump sum cash payment, within 30 days after the Executive’s Date of
Termination, equal to the cost of health coverage for the number of years equal to the Multiple, based on the monthly
COBRA cost of such coverage under the Company’s health plan pursuant to section 4980B of the Code on the
(iv) The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope
and provider of which shall be reasonable and consistent with industry practice for similarly situated executives.
(v) To the extent not theretofore paid or provided, the Company shall timely pay or provide the Executive with any
Other Benefits (as defined in Section 7) in accordance with the terms of the applicable plans.
Notwithstanding the foregoing, except with respect to payments and benefits under Sections 6(a)(i)(a)(1), 6(a)(i)(a)(3) and 6(a)
(v), all payments and benefits to be provided under this Section 6(a) shall be subject to the Executive’s execution and non-
revocation of a release substantially in the form attached hereto as Exhibit A .
(b) Death . If the Executive’s employment is terminated by reason of the Executive’s death during the Employment
Period, the Company