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This excerpt taken from the DIS 8-K filed Oct 6, 2005. Separation Payment”), as well as the Earned Compensation and the Vested Benefits. The Separation Payment and Earned Compensation shall be paid promptly but in no event more than 15 days following Executive’s termination of employment, but subject, in the case of the Separation Payment, to Executive’s execution and non-revocation of the release referenced in Paragraph 8. Vested Benefits shall be payable at the time provided in Paragraph 6(c). In addition, Executive and his eligible dependents who were participating in any such arrangements at the date of Executive’s termination of employment shall be entitled to continued participation in all
medical, dental, hospitalization benefit plans or programs in which he and/or they were participating on the date of the termination of his employment until the earlier of (A) 12 months following termination of his employment and (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer; provided, however, that if Executive’s continued participation in any employee plan or program as provided in this Paragraph 7
would conflict with any law or regulation, or would result in any adverse tax consequences for Executive, the Company or other participants in such plan or program, he shall be provided with the economic equivalent of the benefits provided under the plan or program in which he is unable to participate. In the case of any welfare benefit plan, the economic equivalent of any benefit foregone (x) shall be deemed to be the lowest cost that would be incurred by Executive in obtaining such benefit himself on an individual basis and (y) shall be provided on a “tax grossed-up basis” to the extent the economic equivalent is taxable to Executive, but provision of the benefit to Executive while an employee was not taxable. If Executive becomes entitled to receive the Separation Payment, Executive agrees that, upon written request from the Company, he shall resign from the Board, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify). 8. Full Discharge of Company Obligations. The amounts payable to Executive following termination of the Employment Period pursuant to Paragraph 6 or 7 shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries, and Executive acknowledges that such amounts are fair and reasonable, and his sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of his employment hereunder. Payment of any Severance Payment or the Separation Payment pursuant to either Paragraph 6 or 7 shall be conditioned upon Executive’s execution of a release, in form and substance substantially similar to that set forth in Exhibit A. Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain except as specifically provided with respect to the continuation of medical benefits under Paragraph 6 or 7. 9. Additional Payments Following a Change in Control. In the event that the aggregate of all payments or benefits made or provided to the Executive under this Agreement and under all other plans, programs or arrangements of the Company (the “ |
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