Prepared by MERRILL CORPORATION









Exhibit 10.27




 




ESI




 




SENIOR EXECUTIVE SEVERANCE PAY PLAN




 




 




ESI provides a Senior Executive

Severance Plan (the "Severance Plan") for the Chairman, President and

Chief Executive Officer of ESI.




 




The Severance Plan supersedes

any previous severance plan or plans for this individual.




 




The Severance Plan benefits

include:




 




	

  (a)


  	

  severance

  pay in an amount equal to the lower of:


  
	

   


  	

   


  	

   


  
	

   


  	

  (I)


  	

  24 months'

  base salary


  
	

   


  	

   


  	

   


  
	

   


  	

  (II)


  	

  base salary

  for the number of months remaining between the termination of employment and

  normal retirement date, or


  
	

   


  	

   


  	

   


  
	

   


  	

  (III)


  	

  two times

  the individual's total annual compensation during the year immediately

  preceding the individual's termination, and


  
	

   


  	

   


  	

   


  
	

  (b)


  	

  continued

  participation in ESI's employee benefit plans (except for short-term or

  long-term disability plans and  the

  Business Travel Accident Plan) during the period that the individual receives

  severance pay.


  





 




The Chairman, President and

Chief Executive Officer will be entitled to severance benefits under the

Severance Plan  unless their employment

is terminated by ESI:




 




	

  (a)


  	

  for cause


  
	

   


  	

   


  
	

  (b)


  	

  on or after

  their normal retirement date or,


  
	

   


  	

   


  
	

  (c)


  	

  as a result

  of:


  
	

   


  	

   


  
	

   


  	

  (I)


  	

  acceptance

  of employment, or refusal of comparable employment with a purchaser of ESI.


  
	

   


  	

   


  	

   


  
	

   


  	

  (II)


  	

  voluntary

  resignation


  
	

   


  	

   


  	

   


  
	

   


  	

  (III)


  	

  voluntary

  retirement


  
	

   


  	

   


  	

   


  
	

   


  	

  (IV)


  	

  failure to

  return from an approved leave of absence, including a medical leave of

  absence


  
	

   


  	

   


  	

   


  
	

   


  	

  (V)


  	

  death


  
	

   


  	

   


  	

   


  
	

   


  	

  (VI)


  	

  disability


  





 




The severance pay benefits

under the Severance Plan will be offset/diminished by the amount of any other

severance or separation compensation that the participant receives from ESI and

requires that the Chairman, President and Chief Executive Officer refrain from

competing with ESI business activities during the term of the severance payout

and complies with conduct guidelines in the Employee Handbook.  Severance payments would normally be made

semi-monthly over the scheduled term of such payments, but ESI has the option

to make such payments in the form of a single lump-sum payment discounted to

present value.











 




	

   


  	

  Ÿ


  	

  ESI may

  determine a need for a retention payment in addition to this Severance Plan


  
	

   


  	

   


  	

   


  
	

   


  	

  Ÿ


  	

  If the

  Chairman, President and Chief Executive Officer is rehired by ESI while

  receiving severance benefits under the Severance Plan, all payments will

  cease as of the rehire date; and if ESI paid this person a lump-sum payment

  of severance benefits and ESI the rehire was prior to the date that severance

  benefits would have ceased, the Chairman, President and Chief Executive

  Officer must reimburse ESI for a percentage of the severance benefits

  determined by dividing the number of weeks during which the severance

  benefits would have been paid out if such benefits had not been paid out in a

  lump sum into the number of weeks remaining in such period as of the person's

  rehire date.


  
	

   


  	

   


  	

   


  
	

   


  	

  Ÿ


  	

  The

  Chairman, President and Chief Executive Officer may only receive severance

  benefits under one ESI severance plan.