exv10w24



 





Exhibit 10.24




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT between AptarGroup, Inc., a Delaware corporation
(the “Company”), and Eric Ruskoski (the “Executive”) is entered into on
December 1, 2003. In consideration of the covenants contained herein, the
parties agree as follows:



     1.    Employment. The Company shall employ the Executive, and the
Executive agrees to be employed by the Company, upon the terms and subject to
the conditions set forth herein for the period beginning on December 1, 2003
and ending on December 1, 2006, unless earlier terminated pursuant to Section 4
hereof; provided, however, that such term shall automatically be
extended as of each December 1, commencing December 1, 2004, for one additional
year unless either the Company or the Executive shall have terminated this
automatic extension provision by written notice to the other party at least 30
days prior to the automatic extension date; and provided further
that in no event shall such term extend beyond December 1, 2013. The term of
employment in effect from time to time hereunder is hereinafter called the
“Employment Period.”



     2.    Position and Duties. During the Employment Period, the
Executive shall serve as the President of Seaquist Closures or in such other
executive position as determined by the Chief Executive Officer of the Company
(the “Company CEO”) and shall have the normal duties, responsibilities and
authority of an executive serving in such position, subject to the direction of
the Company CEO. The Executive shall have the title of President or such other
title denoting an executive office as determined by the Company CEO and shall
report to the Company CEO or such other executive officer of the Company as
determined by the Company CEO. During the Employment Period, the Executive
shall devote his best efforts and his full business time to the business and
affairs of the Company.



     3.    Compensation and Benefits. The Company shall pay the
Executive a salary during the Employment Period, in monthly installments,
initially at the rate of $302,000 per annum. The Company CEO may, in his sole
discretion (i) increase (but not decrease) such salary from time to time and
(ii) award a bonus to the Executive for any calendar year during the Employment
Period.



     (b)    The Company shall reimburse the Executive for all reasonable expenses
incurred by him in the course of performing his duties under this Agreement
which are consistent with the Company’s policies in effect from time to time.



     (c)    During the Employment Period, the Executive shall be entitled to
participate in the Company’s executive benefit programs on the same basis as
other executives of the Company having the same level of responsibility, which
programs consist of those benefits (including insurance, vacation, company car
or car allowance and/or other benefits) for which substantially all of the
executives of the Company are from time to time generally eligible, as
determined from time to time by the Board of Directors of the Company (the
“Board”).



 









 





     (d)    In addition to participation in the Company’s executive benefit
programs pursuant to Section 3(c), the Executive shall be entitled during the
Employment Period to:




	(i)	    	additional term life insurance
coverage in an amount equal to the Executive’s salary,
but only if and so long as such additional coverage is
available at standard rates from the insurer providing
term life insurance coverage under the executive benefit
programs or a comparable insurer acceptable to the
Company; provided, that if the Executive is not
participating in such additional life insurance coverage
and if the Employment Period ends on account of the
Executive’s death, the Company shall pay to the
Executive’s estate (or such person or persons as the
Executive may designate in a written instrument signed
by him and delivered to the Company prior to his death)
amounts equal to one-half of the amounts the Executive
would have received as salary (based on the Executive’s
salary then in effect) had the Employment Period
remained in effect until the second anniversary of the
date of the Executive’s death, at the times such amounts
would have been paid.
	 
	(ii)	    	supplementary long-term disability
coverage in an amount which will increase maximum
covered annual compensation to 66 2/3% of the
executive’s annual salary; but only if and so long as
supplementary coverage is available at standard rates
from the insurer providing long-term disability coverage
under the executive benefit program or a comparable
insurer acceptable to the Company.





     4.    Termination of Employment. The Employment Period shall end
upon the first to occur of: (i) the expiration of the term of this Agreement
pursuant to Section 1 hereof, (ii) retirement of the Executive (“Retirement”),
(iii) termination of the Executive’s employment by the Company on account of
the Executive’s having become unable (as determined by the Board in good faith)
to regularly perform his duties hereunder by reason of illness or incapacity
for a period of more than six consecutive months (“Termination for
Disability”), (iv) termination of the Executive’s employment by the Company for
Cause (“Termination for Cause”), (v) termination of the executive’s employment
by the Company other than a Termination for Disability or a Termination for
Cause (“Termination Without Cause”), (vi) the Executive’s death or (vii)
termination of the Executive’s employment by the Executive for any reason
following written notice to the Company at least 90 days prior to the date of
such termination (“Termination by the Executive”).



     (b)    For purposes of this Agreement, “Cause” shall mean (i) the commission
of a felony involving moral turpitude, (ii) the commission of a fraud, (iii)
the commission of any act involving dishonesty with respect to the Company or
any of its subsidiaries or affiliates, (iv) gross negligence or willful
misconduct with respect to the Company or any of its subsidiaries or
affiliates, (v) breach of any provision of Section 5 or Section 6 hereof or
(vi) any other breach of this Agreement which is material and which is not
cured within 30 days following written notice thereof to the Executive by the
Company.



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     (c)    If the Employment Period ends for any reason set forth in Section
4(a), except as otherwise provided in this Section 4, the Executive shall cease
to have any rights to salary, bonus (if any) or benefits hereunder, other than
(i) any unpaid salary accrued through the date of such termination, (ii) any
bonus payable, but only if such termination occurs during the third or fourth
quarter of the Company’s fiscal year, such bonus to be prorated in accordance
with Company policy, (iii) any unpaid expenses which shall have been incurred
as of the date of such termination and (iv) to the extent provided in any
benefit plan in which the Executive has participated, any plan benefits which
by their terms extend beyond termination of the Executive’s employment.
Notwithstanding the foregoing, if the Employment Period ends on account of
Termination by the Executive other than for Good Reason (as defined in Section
4(i) hereof) pursuant to Section 4(h) hereof or Termination for Cause, the
Executive shall not be entitled to any unpaid bonus accrued through the date of
such termination.



     (d)    If the Employment Period ends on account of Retirement, the Company
shall make no payments to the Executive other than as provided in Section 4(c)
hereof.



     (e)    If the Employment Period ends on account of Termination for
Disability, in addition to the amounts described in Section 4(c) hereof, the
Executive shall receive the disability benefits to which he is entitled under
any disability benefit plan in which the Executive has participated as an
employee of the Company.



     (f)    If the Employment Period ends on account of the Executive’s death, the
Company shall pay to the Executive’s estate (or such person or persons as the
Executive may designate in a written instrument signed by him and delivered to
the Company prior to his death) amounts equal to one-half of the amounts the
Executive would have received as salary (based on the Executive’s salary then
in effect) had the Employment Period remained in effect until the second
anniversary of the date of the Executive’s death, at the times such amounts
would have been paid.



     (g)    If the Employment Period ends on account of Termination without Cause,
in addition to the amounts described in Section 4(c) hereof, the Company shall
pay to the Executive amounts equal to the amounts the Executive would have
received as salary (based on the Executive’s salary then in effect) had the
Employment Period remained in effect until the date on which (without any
extension thereof, or, if previously extended, without any further extension
thereof) it was then scheduled to end, at the times such amounts would have
been paid, less any payments to which the Executive shall be entitled during
such salary continuation period under any disability benefit plan in which the
Executive has participated as an employee of the Company; provided,
however, that in the event of the Executive’s death during the salary
continuation period, the Company shall pay to the Executive’s estate (or such
person or persons as the Executive may designate in a written instrument signed
by him and delivered to the Company prior to his death) amounts during the
remainder of the salary continuation period equal to one-half of the amounts
which would have been paid to the Executive but for his death. It is expressly
understood that the Company’s payment obligations under this Section 4(g) shall
cease in the event the Executive shall breach any provision of Section 5 or
Section 6 hereof.



     (h)    Notwithstanding the foregoing provisions of this Section 4, in the
event of a Change in Control (as defined in Appendix A hereto), the employment
of the Executive



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hereunder shall not be terminated by the Company or any
successor to the Company within two years following such Change in Control
unless the Executive receives written notice of such termination from the
Company or such successor at least 30 days prior to the date of such
termination. In the event of such termination of employment by the Company or
such successor other than a Termination for Cause, Retirement, a Termination
for Disability or due to the Executive’s death (in which case the provisions of
Section 4(c), 4(d), 4(e) or 4(f), as the case may be, shall apply), within two
years following a Change in Control, or in the event that the Executive
terminates his employment hereunder for Good Reason (as defined in Section 4(i)
hereof) within two years following a Change in Control:




     (1)    the Company shall pay to the Executive within 30 days following
the date of termination, in addition to the amounts and benefits
described in Sections 4(c)(i), (iii) and (iv) hereof:




     (A)    a cash amount equal to the sum of (i) the Executive’s
annual bonus in an amount at least equal to the highest annualized
(for any fiscal year consisting of less than 12 full months or with
respect to which the Executive has been employed by the Company for
less than 12 full months) bonus paid or payable, including by
reason of any deferral, to the Executive by the Company and its
affiliated companies in respect of the three fiscal years of the
Company (or such portion thereof during which the Executive
performed services for the Company if the Executive shall have been
employed by the Company for less than such three fiscal year
period) immediately preceding the fiscal year in which the Change
in Control occurs, multiplied by a fraction, the numerator of which
is the number of days in the fiscal year in which the Change in
Control occurs through the date of termination and the denominator
of which is 365 or 366, as applicable, and (ii) any compensation
previously deferred by the Executive (together with any interest
and earnings thereon) and any accrued vacation pay, in each case to
the extent not theretofore paid; plus




     (B)    a lump-sum cash amount (subject to any applicable payroll
or other taxes required to be withheld) in an amount equal to (i)
two (2) times the Executive’s highest annual base salary from the
Company and its affiliated companies in effect during the 12-month
period prior to the date of termination, plus (ii) two (2) times
the Executive’s highest annualized (for any fiscal year consisting
of less than 12 full months or with respect to which the Executive
has been employed by the Company for less than 12 full months)
bonus, paid or payable, including by reason of any deferral, to the
Executive by the Company and its affiliated companies in respect of
the three fiscal years of the Company (or such portion thereof
during which the Executive performed services for the Company if
the Executive shall have been employed by the Company for less than
such three fiscal year period) immediately preceding the fiscal
year in which the Change in Control occurs; provided,
however, that any amount paid pursuant to this Section
4(h)(1)(B) shall be paid in lieu of any other amount of severance
relating to salary or bonus continuation to be received by the
Executive upon termination of employment of the Executive under any
severance plan, policy or arrangement of the Company; and



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     (2)    for a period of two years commencing on the date of termination,
the Company shall continue to keep in full force and effect all policies
of medical, disability and life insurance with respect to the Executive
and his dependents with the same level of coverage, upon the same terms
and otherwise to the same extent as such policies shall have been in
effect immediately prior to the date of termination or, if more favorable
to the Executive, as provided generally with respect to other peer
executives of the Company, and the Company and the Executive shall share
the costs of the continuation of such insurance coverage in the same
proportion as such costs were shared immediately prior to the date of
termination.



The Executive agrees that he shall not terminate his employment hereunder,
other than for Good Reason, within one year following a Change in Control
unless the Company or any successor to the Company receives written notice of
such termination from the Executive at least six months prior to the date of
such termination.




     (i)    For purposes of this Agreement “Good Reason” shall mean (x) a
reduction by the Company in the Executive’s rate of annual salary in effect
immediately prior to the Change in Control, (y) a material reduction in any
benefit afforded to the Executive pursuant to any benefit plan of the Company
in effect immediately prior to the Change in Control, unless all comparable
executives of the Company suffer a substantially similar reduction or (z) the
relocation of the Executive’s office to a location more than 60 miles from his
current office.



     (j)    Notwithstanding anything in this Agreement to the contrary, in the
event it shall be determined that any payment or distribution by the Company or
its affiliated companies to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this Section 4(j) or Appendix B hereto) (a “Payment”)
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then the Executive shall be entitled to
receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation,
any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. Notwithstanding the foregoing provisions of this Section 4(j), if it
shall be determined that the Executive is entitled to a Gross-Up Payment, but
that the Executive, after taking into account the Payments and the Gross-Up
Payment, would not receive a net after-tax benefit of at least $50,000 (taking
into account both income taxes and any Excise Tax) as compared to the net
after-tax proceeds to the Executive resulting from an elimination of the
Gross-Up Payment and a reduction of the Payments, in the aggregate, to an
amount (the “Reduced Amount”) such that the receipt of Payments would not give
rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive
and the Payments, in the aggregate, shall be reduced to the Reduced Amount.
All procedures relating to the determination and payment of the Gross-Up
Payment are set forth in Appendix B hereto.



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     (k)    If the Employment Period ends solely on account of the expiration of
the term of this Agreement pursuant to Section 1 hereof and not for any other
reason set forth in this Section 4, the Executive shall be entitled to receive
the amounts the Executive would have received as salary (based on the
Executive’s salary then in effect) at the times such amounts would otherwise
have been paid, and the medical and life insurance benefits the Executive and
his dependents otherwise would have received, had the Employment Period
remained in effect for one year following the date of such termination. It is
expressly understood that the Company’s payment obligations under this Section
4(k) shall cease in the event the Executive shall breach any provision of
Section 5 or Section 6 hereof.



     5.    Confidential Information. The Executive acknowledges that the
information, observations and data obtained by him while employed by the
Company pursuant to this Agreement, as well as those obtained by him while
employed by the Company or any of its subsidiaries or affiliates or any
predecessor thereof prior to the date of this Agreement, concerning the
business or affairs of the Company or any of its subsidiaries or affiliates or
any predecessor thereof (“Confidential Information”) are the property of the
Company or such subsidiary or affiliate. Therefore, the Executive agrees that
he shall not disclose to any unauthorized person or use for his own account any
Confidential Information without the prior written consent of the Company CEO
unless and except to the extent that such Confidential Information becomes
generally known to and available for use by the public other than as a result
of the Executive’s acts or omissions to act. The Executive shall deliver to
the Company at the termination of the Employment Period, or at any other time
the Company may request, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof)
relating to the Confidential Information or the business of the Company or any
of its subsidiaries or affiliates which he may then possess or have under his
control.



     6.    Noncompetition; Nonsolicitation. The Executive acknowledges
that in the course of his employment with the Company pursuant to this
Agreement he will become familiar, and during the course of his employment by
the Company or any of its subsidiaries or affiliates or any predecessor thereof
prior to the date of this Agreement he has become familiar, with trade secrets
and customer lists of and other confidential information concerning the Company
and its subsidiaries and affiliates and predecessors thereof and that his
services have been and will be of special, unique and extraordinary value to
the Company.



     (b)    The Executive agrees that during the Employment Period and for one
year thereafter in the case of either Termination for Good Reason following a
Change in Control or Termination without Cause, or for two years thereafter in
the case of termination of employment for any other reason, the
(“Noncompetition Period’) he shall not in any manner, directly or indirectly,
through any person, firm or corporation, alone or as a member of a partnership
or as an officer, director, stockholder, investor or employee of or in any
other corporation or enterprise or otherwise, engage or be engaged, or assist
any other person, firm corporation or enterprise in engaging or being engaged,
in any business then actively being conducted by the Company in any geographic
area in which the Company is conducting such business (whether through
manufacturing or production, calling on customers or prospective customers, or
otherwise). Notwithstanding the foregoing, subsequent to the Employment Period
the Executive may engage or be engaged, or assist any other person, firm,
corporation or enterprise in engaging or being engaged, in any business
activity which is not competitive with a business activity being



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conducted by the Company at the time subsequent to the Employment Period that the Executive
first engages or assists in such business activity.



     (c)    The Executive further agrees that during the Noncompetition Period he
shall not in any manner, directly or indirectly (i) induce or attempt to induce
any employee of the Company or of any of its subsidiaries or affiliates to
terminate or abandon his employment, or any customer of the Company or any of
its subsidiaries or affiliates to terminate or abandon its relationship, for
any purpose whatsoever, or (ii) in connection with any business to which
Section 6(b) applies, call on, service, solicit or otherwise do business with
any then current or prospective customer of the Company or of any of its
subsidiaries or affiliates.



     (d)    Nothing in this Section 6 shall prohibit the Executive from being (i)
a stockholder in a mutual fund or a diversified investment company or (ii) a
passive owner of not more than 2% of the outstanding stock of any class of a
corporation any securities of which are publicly traded, so long as the
Executive has no active participation in the business of such corporation.



     (e)    If, at the time of enforcement of this Section 6, a court holds that
the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area
permitted by law.



     7.    Enforcement. Because the services of the Executive are unique
and the Executive has access to confidential information of the Company, the
parties hereto agree that the Company would be damaged irreparably in the event
any provision of Section 5 or Section 6 hereof were not performed in accordance
with its terms or were otherwise breached and that money damages would be an
inadequate remedy for any such nonperformance or breach. Therefore, the
Company or its successors or assigns shall be entitled, in addition to other
rights and remedies existing in their favor, to an injunction or injunctions to
prevent any breach or threatened breach of any of such provisions and to
enforce such provisions specifically (without posting a bond or other
security).



     8.    Survival. Sections 5, 6 and 7 hereof shall survive and continue
in full force and effect in accordance with their respective terms,
notwithstanding any termination of the Employment Period.



     9.    Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or sent by certified mail,
return receipt requested, postage prepaid, addressed (a) if to the Executive,
to 21865 N. Old Farm Rd., Barrington, IL 60012, and if to the Company, to
AptarGroup, Inc., 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois
60014, attention: Stephen J. Hagge, Executive Vice President, Chief Financial
Officer, and Secretary, or (b) to such other address as either party shall have
furnished to the other in accordance with this Section 9.



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     10.    Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or rule
in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement shall
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.



     11.    Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes and preempts any prior understandings, agreements
or representations by or between the parties, written or oral, which may have
related in any manner to the subject matter hereof.



     12.    Successors and Assigns. This Agreement shall inure to the
benefit of and be enforceable by the Executive and his heirs, executors and
personal representatives, and the Company and its successors and assigns. Any
successor or assignee of the Company shall assume the liabilities of the
Company hereunder.



     13.    Governing Law. This Agreement shall be governed by the
internal laws (as opposed to the conflicts of law provisions) of the State of
Illinois.



     14.    Amendment and Waiver. The provisions of this Agreement may be
amended or waived only with the prior written consent of the Company and the
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.



	 	 	 	 
	 	
APTARGROUP, INC.
	 	 	
By: /s/ Carl A. Siebel

Name:       Carl A. Siebel

Title:      President and Chief Executive Officer

	 	 	 	 
	 	
EXECUTIVE:
	 	 	
/s/ Eric Ruskoski 

Eric Ruskoski







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Appendix A to

Employment Agreement




DEFINITION OF CHANGE IN CONTROL




     “Change in Control” means:



     (1)    the acquisition by any individual, entity or group (a “Person”),
including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of
beneficial ownership within the meaning of Rule 13d-3 promulgated under the
Exchange Act, of more than 50% of either (i) the then outstanding shares of
common stock of the Company (the “Outstanding Company Common Stock”) or (ii)
the combined voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that the
following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (excluding any acquisition resulting from
the exercise of a conversion or exchange privilege in respect of outstanding
convertible or exchangeable securities unless such outstanding convertible or
exchangeable securities were acquired directly from the Company), (B) any
acquisition by the Company, (C) any acquisition by an employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any corporation pursuant to
a reorganization, merger or consolidation involving the Company, if,
immediately after such reorganization, merger or consolidation, each of the
conditions described in clauses (i), (ii) and (iii) of subsection (3) of this
Appendix A shall be satisfied; and provided further that, for
purposes of clause (B), if any Person (other than the Company or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company) shall become the beneficial owner of
more than 50% of the Outstanding Company Common Stock or more than 50% of the
Outstanding Company Voting Securities by reason of an acquisition by the
Company and such Person shall, after such acquisition by the Company, become
the beneficial owner of any additional shares of the Outstanding Company Common
Stock or any additional Outstanding Company Voting Securities and such
beneficial ownership is publicly announced, such additional beneficial
ownership shall constitute a Change in Control;



     (2)    individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
such Board; provided, however, that any individual who becomes a
director of the Company subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by the vote
of at least a majority of the directors then comprising the Incumbent Board
shall be deemed to have been a member of the Incumbent Board; and
provided further, that no individual who was initially elected as
a director of the Company as a result of an actual or threatened solicitation
by a Person other than the Board for the purpose of opposing a solicitation by
any other Person with respect to the election or removal of directors or any
other actual or threatened solicitation of proxies or consents by or on behalf
of any Person other than the Board shall be deemed to have been a member of the
Incumbent Board;



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     (3)    consummation of a reorganization, merger or consolidation unless, in
any such case, immediately after such reorganization, merger or consolidation,
(i) 50% or more of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation and 50%
or more of the combined voting power of the then outstanding securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals or entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation and in
substantially the same proportions relative to each other as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, (ii) no Person (other than the Company, any employee
benefit plan (or related trust) sponsored or maintained by the Company or the
corporation resulting from such reorganization, merger or consolidation (or any
corporation controlled by the Company) and any Person which beneficially owned,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, more than 50% of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, more than 50% of the then outstanding shares of common
stock of such corporation or more than 50% of the combined voting power of the
then outstanding securities of such corporation entitled to vote generally in
the election of directors and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for such
reorganization, merger or consolidation; or



     (4)    consummation of (i) a plan of complete liquidation or dissolution of
the Company or (ii) the sale or other disposition of all or substantially all
of the assets of the Company other than to a corporation with respect to which,
immediately after such sale or other disposition, (A) 50% or more of the then
outstanding shares of common stock thereof and 50% or more of the combined
voting power of the then outstanding securities thereof entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities immediately prior to such
sale or other disposition and in substantially the same proportions relative to
each other as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (B) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or maintained
by the Company or such corporation (or any corporation controlled by the
Company) and any Person which beneficially owned, immediately prior to such
sale or other disposition, directly or indirectly, more than 50% of the
Outstanding Company Common Stock or the Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly, more than 50% of
the then outstanding shares of common stock thereof or more than 50% of the
combined voting power of the then outstanding securities thereof entitled to
vote generally in the election of directors and (C) at least a majority of the
members of the board of directors thereof were members of the Incumbent Board
at the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition.


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Appendix B to

Employment Agreement




PROVISIONS RELATING TO

GROSS-UP PAYMENT




     (a)    Subject to the provisions of Paragraph (b) of this Appendix B, all
determinations required to be made under Section 4(j), including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by the Company’s public accounting firm (the “Accounting Firm”) which shall
provide detailed supporting calculations both to the Company and the Executive
within 15 business days of the receipt of notice from the Executive that there
has been a Payment, or such earlier time as is requested by the Company. In
the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Executive
shall appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to Section 4(j) and this Appendix B shall be paid by the Company to
the Executive within five days of the receipt of the Accounting Firm’s
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with a written opinion that
failure to report the Excise Tax on the Executive’s applicable federal income
tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made (“Underpayment”),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to Paragraph (b) of this
Appendix B and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.



     (b)    The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than 10 business days after the Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which the Executive gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to
the expiration of such period that it desires to contest such claim, the
Executive shall:



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     (1)    give the Company any information reasonably requested by the Company
relating to such claim,



     (2)    take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,



     (3)    cooperate with the Company in good faith in order effectively to
contest such claim, and



     (4)    permit the Company to participate in any proceedings relating to such
claim;



provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Paragraph (b), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided further, that if
the Company directs the Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and provided
further, that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.




     (c)    If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Paragraph (b) of this Appendix B, the Executive becomes entitled to
receive, and receives, any refund with respect to such claim, the Executive
shall (subject to the Company’s complying with the requirements of Paragraph
(b)) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after
the receipt by the Executive of an amount advanced by the Company pursuant to
Paragraph (b) of this Appendix B, a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the Company
does not notify the Executive in writing of its intent to contest such denial
of refund prior to the expiration of 30 days after



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such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.




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