exv10w31






Exhibit 10.31




RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE HCC INSURANCE HOLDINGS, INC.

2008 FLEXIBLE INCENTIVE PLAN




     This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into
effective as of the date of grant set forth on the signature page below (the “Grant Date”)
by and between HCC Insurance Holdings, Inc., a Delaware corporation (the “Company”), and
the undersigned employee of the Company or its Subsidiary (the “Employee”). Capitalized
terms used herein and not otherwise defined herein (including in the Definitions Appendix)
shall have the meaning specified in the HCC Insurance Holdings, Inc. 2008 Flexible
Incentive Plan, as amended and restated and as it may be further amended (the “Plan”).



     WHEREAS, under the terms of the Plan, the Committee may grant Awards of Shares to Participants
under the Plan that are subject to restrictions or risk of forfeiture; and



     WHEREAS, Employee is an eligible Participant in the Plan; and



     WHEREAS, the Committee has approved an award of restricted stock units to Employee on
the terms and conditions hereof and subject to the restrictions set forth herein as an
incentive for Employee’s performance of services for the Company and/or its Subsidiaries;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and such other good and valuable consideration, the Parties hereto agree as follows:



     1. Grant of RSUs. As of the Grant Date, the Company hereby grants and conveys to
Employee an award consisting of the number of restricted stock units as specified on the
signature page of this Agreement (the “RSUs”). Each RSU constitutes an unfunded and
unsecured promise of the Company to deliver one Share to Employee on the vesting date
subject to the terms and conditions of this Agreement. Employee’s rights with respect to
the RSUs shall be forfeitable in accordance with Section 2 until the RSUs vest in
accordance with Section 3. As a holder of RSUs, the Employee has the rights of a general
unsecured creditor of the Company unless and until the RSUs are converted to Shares upon
vesting and transferred to Employee, as set forth herein.



          (a) The RSUs shall be subject to the terms of the Plan, which terms are
incorporated herein by this reference. Except to the extent expressly provided by
the Plan, in the event of any conflict between the terms of this Agreement and
those of the Plan, the terms of the Plan, including those with respect to the
powers of the Committee, shall prevail and be controlling.




          (b) During the period prior to vesting of the RSUs in accordance with Section 3 (the “First Restriction Period”), the RSUs shall be bookkeeping entries only and
Employee shall have no rights to receive any Shares hereunder.




          (c) Employee shall have no voting or other rights of a stockholder of the
Company with respect to the RSUs prior to the issuance of Shares in accordance with
Section 5.





 









 








     2. Restrictions.



          (a) During the First Restriction Period, Employee shall not sell, transfer,
pledge, assign, alienate, hypothecate, or otherwise encumber or dispose of the RSUs
other than by will or the laws of descent and distribution. During the Second
Restriction Period pursuant to Section 7, Employee shall not sell, transfer,
pledge, assign, alienate, hypothecate, or otherwise encumber or dispose of the
Restricted Shares other than by will or the laws of descent and distribution,
except as permitted under Section 7. In either case during the First Restriction
Period or the Second Restriction Period, any attempt to do so contrary to the
foregoing provisions of this Section 2(a) shall be null and void.




          (b) Except as specifically provided otherwise in Section 3, if Employee
terminates employment with the Company prior to the end of the First Restriction
Period, the unvested RSUs shall be forfeited and returned to the Company without
the payment of any consideration, and Employee shall have no rights with respect to
such forfeited RSUs.




     3. Vesting. The RSUs granted hereunder shall fully vest immediately prior to the
first to occur of the following events:



          (a) the fifth (5th) anniversary of the Grant Date;




          (b) the date of Employee’s death;




          (c) the date Employee terminates employment with the Company due to Employee’s
Disability;




          (d) the date Employee’s employment with the Company is terminated by the
Company due to an Involuntary Termination Without Cause (as defined in the
Definitions Appendix);




          (e) the date of a Change in Control of the Company; or




          (f) the date on which the RSUs are cancelled in exchange for cash or property
(other than securities which are considered RSUs pursuant to Section 8) in
connection with a merger or other business transaction, reorganization, or event
that is not a Change in Control.




     4. Employment. For all purposes of this Agreement, the Employee shall be considered
to be an employee of the Company for so long as Employee is a common law employee of the
Company or any Subsidiary, and Employee’s employment relationship with an entity which was
a Subsidiary shall be deemed to have terminated as of the date on which such entity ceased
to be a Subsidiary (even if Employee does not experience a common law termination of employment at such
time). References in this Agreement to the Company also include any Subsidiary that
employs the Employee. For purposes of this Agreement, a termination of Participant’s
employment, other than due to death or Disability, means a “separation from service” as
defined in Code Section 409A to the extent that Section 409A is applicable to the RSUs and
an exception under Section 409A is not available.



     5. Delivery of Share Certificates; Compliance with Securities Laws. Subject to
Section 7 if applicable, upon the vesting of any RSUs granted hereunder, the Company shall
direct its transfer agent to record in Employee’s name a number of unrestricted Shares
equal to



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the whole number of RSUs that become vested hereunder or to deliver to Employee certificates
evidencing such Shares. No Shares shall be issued and no other payment shall be made with respect
to fractional RSUs. Nothing herein shall obligate the Company to register the RSUs pursuant to any
applicable securities law or to take any other affirmative action in order to cause the issuance or
transfer of the RSUs to comply with any law or regulation of any governmental authority. The
Company shall not be required to issue any Shares prior to: (a) the obtaining of any approval from
any governmental agency which the Company determines to be necessary or advisable; and (b) the
Employee’s payment to the Company of any federal, state or local tax or other withholding owed by
Employee as a result of vesting of the RSUs. In the event that Section 7 is applicable, the
Company shall direct its transfer agent to reflect the restrictions on transfer during the Second
Restriction Period and custody of the Shares resulting from vesting of the RSUs under Section 3
shall not be delivered to Employee unless and until such restrictions lapse under Section 7.



     6. Tax Consequences; Tax Withholding.



          (a) It is anticipated hereunder that the RSUs shall become taxable income to
Employee upon the vesting date under Section 3. Employee shall be responsible for
his own tax liability that arises as the result of this Agreement.




          (b) Employee shall pay to the Company, or make arrangements satisfactory to
the Company regarding payment to the Company of, the aggregate amount of any
federal, state, and local income, employment, Social Security, Medicare, and other
taxes that the Company is required to withhold in connection with the RSUs. The
Company shall have the right to deduct any such taxes from any amounts paid to
Employee by the Company or any Subsidiary or to withhold the appropriate number of
Shares upon vesting of the RSUs to satisfy such withholding requirements.




     7. Forfeiture Event Following Vesting. If the RSUs should become vested upon the
fifth anniversary of the Grant Date (pursuant to Section 3(a) above), then the Shares resulting from vesting of the RSUs under Section 3 (the “Restricted Shares”) shall become subject to a set of restrictions under this Section 7 for a period of
five (5) consecutive years following the vesting date (the “Second Restriction Period”).
During the Second Restriction Period, the Employee must own at least the number of Shares
of the Company’s Common Stock (counting, for this purpose, the Restricted Shares), as
designated by the Committee for Employee’s executive position with the Company (the
“Minimum Stockholding Obligation”). Employee shall not be permitted to sell, transfer or
encumber any of the Restricted Shares, without the prior consent of the Committee, if any
such action would reduce the number of Shares (including the Restricted Shares) held by
Employee to a number below the Minimum Stockholding Obligation.



          If Employee’s employment with the Company and all of its Subsidiaries should
terminate during the Second Restriction Period for any reason except due to his
Bona Fide Retirement, death, Disability, Involuntary Termination Without Cause, or
Termination For Good Reason, as determined by the Committee, then Employee shall
forfeit all the Restricted Shares that resulted from the prior vesting of the RSUs
under Section 3(a), net of all prior tax withholdings incurred upon vesting
(including any withholding of Shares upon vesting), and such forfeited Restricted
Shares shall not be transferred or delivered to Employee (the “Share Forfeiture
Obligation”). Any such forfeited Restricted Shares shall be returned to the Share
pool under the Plan.






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          If Employee’s employment with the Company and all of its Subsidiaries should
terminate during the Second Restriction Period due to his Bona Fide Retirement,
death, Disability, Involuntary Termination Without Cause, or Termination For Good
Reason, as determined by the Committee, then the Restricted Shares shall be
transferred and delivered to Employee pursuant to Section 5, free of any
restrictions (except as provided in the definition of Bona Fide Retirement for two
years following the termination date), within thirty (30) days from such
termination date.




          For purposes of this Section 7, the following terms are defined in the
Definitions Appendix to this Agreement: (1) Bona Fide Retirement, (2) Involuntary
Termination Without Cause, and (3) Termination For Good Reason.




          In the event of a Change in Control during the Second Restriction Period, the
Minimum Stockholding Obligation and the Share Forfeiture Obligation shall
automatically expire, and be of no force or effect, immediately upon the occurrence
of the Change in Control. Shares in exchange for all outstanding Restricted Shares
shall be transferred and delivered to Employee pursuant to Section 5, free of any
and all restrictions, within ten (10) days from the occurrence of a Change in Control.




     8. Changes in Stock. If, from time to time during either the First Restriction Period
or the Second Restriction Period (together, the “Restriction Period”), there is any stock
dividend, stock split, reorganization, recapitalization, merger, or other event described
in Section 14 of the Plan, any and all new, substituted, additional, or other securities to
which Employee is entitled by reason of the award of RSUs hereunder shall be considered the
“RSUs” or Restricted Shares, as applicable, for purposes of this Agreement, and shall be
subject to the applicable restrictions, as described in this Agreement, during the
applicable Restriction Period.



     9. Confidential Information. The purpose of the Plan is to attract, retain and reward
employees; to increase employees’ stock ownership and identification with the Company’s
interests; to provide incentive for remaining with and enhancing the value of the Company
and its Subsidiaries over the long-term; and to protect the Company’s Confidential
Information (defined below). During Employee’s employment with the Company, the Company
agrees to provide Employee with new Confidential Information to which the Employee has not
previously had access and of which Employee has not had previous knowledge. “Confidential
Information” includes information about the Company’s business, proprietary, and technical
information not known to others that could have economic value to others if improperly
disclosed. Confidential Information thus includes, without limitation, any information the
Company discloses to Employee, either directly or indirectly, in writing, orally or by
inspection of tangible objects, including without limitation, information and technical
data contained in the Company’s manuals, booklets, publications, materials and equipment of
every kind and character, as well as documents, prototypes, samples, prospects, inventions,
trade secrets, product ideas, technical information, know-how, processes, plans (including
without limitation, marketing plans and strategies), specifications, designs, methods of
operations, techniques, technology, formulas, software, improvements, financial and
marketing information, pricing, premium and quote information, forecasts, research, and the
identity of any customers and consultants. In exchange for the Company’s promises to
provide Employee with the Confidential Information under this Agreement, Employee agrees
that Employee shall not, either during the period of Employee’s employment with the Company
or at any time thereafter, disclose to anyone, including, without limitation, any person,
firm, corporation, or other entity, or publish, or use for any purpose, any



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Confidential Information, except as properly required in the ordinary course of the Company’s
business or as the Company specifically directs and authorizes.




     10. Notices. Every notice or other communication relating to this Agreement shall be
in writing, and shall be mailed to or delivered to the Party for whom it is intended at
such address as may from time to time be designated by him in a notice mailed or delivered to the other Party. Unless and until some other
address is so designated, all notices or communications by Employee to the Company shall be
mailed or delivered to the Company, c/o General Counsel, at 13403 Northwest Freeway,
Houston, Texas 77040-6094, and all notices or communications by the Company to Employee
shall be mailed or delivered to Employee’s address specified on the signature page to this
Agreement.



     11. Amendments and Waivers. Any provision of this Agreement may be amended or waived
if, and only if, such amendment or waiver is in writing and is signed, in the case of an
amendment, by the Company and Employee, or in the case of a waiver, by the Party against
whom the waiver is to be effective. No failure or delay by any Party in exercising any
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right, power, or privilege. To the maximum extent permitted by law, (a) no
waiver that may be given by a Party shall be applicable except in the specific instance for
which it was given and (b) no notice to or demand on one Party shall be deemed to be a
waiver of any obligation of such Party or the right of the Party giving such notice or
demand to take further action without notice or demand.



     12. No Right to Continued Service. This Agreement does not confer upon Employee any
right to remain in the employ of the Company or any Subsidiary, nor shall it interfere in
any way with the right of the Company or any Subsidiary to terminate or change the
conditions of his employment at any time.



     13. Confidentiality of Agreement. The Employee agrees that, as partial consideration
for the granting of the RSUs, the Employee will keep confidential all information and
knowledge which the Employee has relating to the manner and amount of the Employee’s
participation in the Plan and under the terms of this Agreement; provided, however, that
such information may be given in confidence to the Employee’s spouse, to a financial
institution to the extent that such information is necessary in order to secure a loan, or
to Employee’s legal or tax advisors.



     14. Effect of Payment. Any payment or any issuance or transfer of Shares to or on
behalf of the Employee in accordance with the provisions hereof, shall, to the extent
thereof, be in full satisfaction of all claims of such person under this Agreement or the
Plan. The Committee may require the Employee, as a condition precedent to such payment, to
execute a release and receipt therefor in such form as it shall determine.



     15. Agreement to Offset. By accepting this Agreement, the Employee consents to a
deduction from any amounts the Company (and the Subsidiaries) owe the Employee from time to
time (including amounts owed to the Employee as wages or other compensation, fringe
benefits, or vacation pay) to the extent of any unpaid amount that Employee owes to the
Company under Section 7 hereof. Without regard to whether the Company elects to make any
set off in whole or in part, if the Company does not recover by means of set off the full
amount owed to it by the Employee, the Employee agrees to pay immediately the unpaid balance to the
Company.



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     16. Successors and Assigns; Binding Effect. This Agreement, and the rights and
obligations of the Parties hereunder, may not be assigned by either Party other than by
will or the laws of descent and distribution. All of the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon the Parties and their
respective executors, heirs, personal representatives, successors, and permitted assigns.



     17. Entire Agreement. This Agreement, along with the Plan and any other written
agreement between the Parties specifically incorporated herein by reference, sets forth the
entire understanding of the Parties hereto with respect to the grant of the RSUs to
Employee. Any and all previous agreements and understandings between or among the Parties
regarding the subject matter hereof, whether written or oral, are superseded by this
Agreement.



     18. Interpretation. The meaning assigned to each term defined herein shall be equally
applicable to both the singular and the plural forms of such term and vice versa, and words
denoting either gender shall include both genders as the context requires. Where a word or
phrase is defined herein, each of its other grammatical forms shall have a corresponding
meaning. The terms “hereof,” “herein” and “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and not to any
particular provision of this Agreement. When a reference is made in this Agreement to a
Section, such reference is to a Section of this Agreement unless otherwise specified. The
word “include”, “includes”, and “including” when used in this Agreement shall be deemed to
be followed by the words “without limitation”, unless otherwise specified. A reference to
any Party to this Agreement or any other agreement or document shall include such Party’s
predecessors, successors, and permitted assigns. Reference to any law means such law as
amended, modified, codified, replaced, or reenacted, and all rules and regulations
promulgated thereunder. All captions contained in this Agreement are for convenience of
reference only, do not form a part of this Agreement, and shall not affect in any way the
meaning or interpretation of this Agreement. The Parties have participated jointly in the
negotiation and drafting of this Agreement; therefore any rule of construction or
interpretation otherwise requiring this Agreement to be construed or interpreted against
any Party by virtue of the authorship of this Agreement shall not apply to the construction
and interpretation hereof. The Committee shall have authority to construe this Agreement,
to prescribe rules and regulations relating to this Agreement, and to correct any defect,
supply any omission or reconcile any inconsistency in this Agreement. All determinations
of the Committee under this Agreement shall be made in its sole and absolute discretion.



     19. Severability. Any provision of this Agreement that is invalid or unenforceable in
any applicable jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



     20. Employee Acknowledgment. Employee acknowledges that (a) he is knowledgeable and
sophisticated as to business matters, including the subject matter of this Agreement, (b)
he has read this Agreement and understands its terms and conditions, (c) he has had ample
opportunity to discuss this Agreement with his legal counsel prior to execution, and (d) no
strict rules of construction shall apply for or against the drafter or any other Party. It
is the desire of the Parties hereto that this Agreement be enforced to the maximum extent
permitted by law, and should any provision contained herein be held invalid or otherwise
unenforceable by a



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court of competent jurisdiction, the Parties hereby agree and confirm that such provision shall be
reformed to create a valid and enforceable provision to the maximum extent permitted by law.




     21. Compliance with Code Section 409A. The RSUs and Restricted Shares under this
Agreement are intended to be exempt from the application of Code Section 409A, including
the authoritative guidance issued thereunder, and shall be interpreted and administered to
be exempt from the application of Section 409A.



          Notwithstanding any provision of this Agreement to the contrary, if any
payment or other benefit provided herein would be subject to additional taxes and
interest under Code Section 409A because the timing of such payment is not delayed
as provided in Section 409A for a “specified employee” (within the meaning of
Section 409A), then if Employee is a “specified employee,” any such payment that
the Employee would otherwise be entitled to receive during the first six months
following his separation from service from the Company shall be accumulated and
paid, within ten (10) days after the date that is six months following Employee’s
date of separation from service from the Company, or such earlier date upon which
such amount can be paid under Section 409A without being subject to such additional
taxes and interest such as, for example, upon Employee’s death.




     22. Survival of Certain Provisions. Wherever appropriate to the intention of the
Parties, the respective rights and obligations of the Parties hereunder shall survive any
termination or expiration of this Agreement.



     23. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflicts of laws
principles thereof. To the maximum extent practicable this Agreement calls for performance
and shall be performable at the offices of the Company in Houston, Harris County, Texas. Venue for any dispute arising hereunder
shall lie exclusively in the state and/or federal courts of Harris County, Texas and the
Southern District of Texas, Houston Division, respectively, and the Parties hereby waive
any objection that such location is inconvenient.



     24. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. The Parties agree that the delivery of this Agreement may
be effected by means of an exchange of facsimile signatures which shall be deemed original
signatures thereof.



     25. EXPIRATION OF AGREEMENT. IF THIS AGREEMENT IS NOT SIGNED AND RETURNED TO THE
COMPANY WITHIN 30 DAYS AFTER THE GRANT DATE, THIS AGREEMENT AND THE RESTRICTED STOCK UNIT
AWARD PROVIDED FOR HEREIN SHALL BE NULL AND VOID.



[SIGNATURE PAGE TO RESTRICTED STOCK UNIT AWARD AGREEMENT]





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DEFINITIONS APPENDIX TO AGREEMENT




     “Bona Fide Retirement” means that the Employee has voluntarily terminated employment
with the Company and its Subsidiaries during the Second Restriction Period for a reason
other than (i) to take full-time, or substantially full-time, employment with any other
employer, person or entity (in whatever capacity) within twenty-four (24) months from his
termination of employment date, or (ii) at any time, Employee engages in any activity in
competition with any activity of the Company or any Subsidiary, or inimical, contrary or
harmful to the interests of the Company or any Subsidiary without the consent of the
Company, in each case as determined by the Committee in the exercise of its discretion
(each a “Prohibited Activity”), including without limitation, the following Prohibited
Activities:



          (a) conduct related to the Employee’s employment for which either criminal or
civil penalties may be sought against the Employee;




          (b) violation of the policies of the Company, including, without limitation,
the Company’s insider trading policy;




          (c) disclosing or misusing any confidential information or material concerning
the Company;




          (d) participating in a hostile takeover attempt;




          (e) directly or indirectly owning, managing, operating, controlling,
investing, or acquiring an interest in, or otherwise engaging or participating
(whether alone or with any other person or entity as a proprietor, partner,
stockholder, member, director, officer, employee, joint venturer, investor, consultant, agent, sales representative, broker or other
participant) in any Competitive Business (as hereafter defined) operating in, or
soliciting business from, the Company’s Market (as hereafter defined), without
regard to whether (1) the Competitive Business has its office or other business
facilities within the Company’s Market, (2) any of the activities of the Employee
referred to above occur or are performed within the Company’s Market, or (3) the
Employee resides, or reports to an office or other place of business, within the
Company’s Market;




          (f) making any statement (orally or in writing) about the Company and/or any
Subsidiary or any service or product of the Company and/or a Subsidiary which is
false and may reasonably be expected to be detrimental to the Company and/or the
Subsidiary;




          (g) (1) directly or indirectly diverting or attempting to divert business with
respect to which the Employee had contact or special knowledge from the Company
and/or the Subsidiaries; (2) calling on, soliciting, or attempting to solicit any
business with respect to which the Employee had contact or special knowledge away
from the Company and/or the Subsidiaries; or (3) otherwise dealing with any account
or customer of the Company and/or the Subsidiaries with respect to any products or
services provided by the Company and/or the Subsidiaries during the period when the
Employee was employed by the Company or the Subsidiaries if the Employee had
contact or special knowledge with respect to the account or customer and the
product or service;




          (h) requesting, inducing, or attempting to induce anywhere in the world any
customer, distributor, broker, agent, or supplier of the Company and/or any of the
Subsidiaries or





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any other person or entity doing business with the Company and/or any of the Subsidiaries, to
limit, curtail, or cancel its business with the Company and/or the Subsidiaries or not to do
business with the Company and/or the Subsidiaries; provided the Employee had contact with or
special knowledge of such customer, distributor, broker, agent, supplier, or other person or entity
during the period when the Employee was employed by the Company and/or the Subsidiaries; or




          (i) requesting, inducing, or attempting to induce anywhere in the world any
employee, consultant, advisor, or agent of the Company and/or any Subsidiary to
terminate or limit his or her relationship with the Company and/or the Subsidiary
or not to enter into any such relationship.




     Employee specifically recognizes and affirms that the terms and conditions of this
definition, including the above-listed Prohibited Activities, are material terms of this
Agreement without which the Company would not have entered into this Agreement.



     The determination of whether the voluntary termination of Employee is for a Bona Fide
Retirement shall be made by the Committee in the exercise of its discretion.
Notwithstanding any other provision of this Agreement to the contrary, if Employee
terminates for Bona Fide Retirement, the covenants and agreements provided in Section 7 of
this Agreement shall be extended, and remain fully effective and enforceable, for an
additional period of two (2) years from the termination date.



     “Company’s Market” means any geographic region in which the Employee conducted or
developed any business on behalf of the Company and/or the Subsidiaries while the Employee
was employed by the Company and/or the Subsidiaries.



     “Competitive Business” means any person or entity engaged in a business that produces
any of the products or performs any of the services comprising, in whole or in part, the
business of the Company and the Subsidiaries and any predecessors or successors of either
being conducted during the term of this Agreement and/or on the date of the Employee’s
termination of employment with the Company and the Subsidiaries.



     “Involuntary Termination Without Cause” means the involuntary termination of the
Employee’s employment with the Company for any reason other than:



          (a) material dishonesty which is not the result of an inadvertent or innocent
mistake of the Employee with respect to the Company or any of its Subsidiaries;




          (b) willful misfeasance or nonfeasance of duty by the Employee intended to
injure or have the effect of injuring in a material fashion the reputation,
business, or business relationships of the Company or any of its Subsidiaries;




          (c) a material violation by Employee of any material term of his written
employment agreement (if any) with the Company or any Subsidiary as determined in
the sole discretion of the Committee; or




          (d) the Employee’s conviction of any felony, any crime involving moral
turpitude, or any crime (other than a vehicular offense not involving DUI or
personal injury) which in some material fashion results in the injury of the
Company’s or any Subsidiary’s reputation, business, or business relationships.





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          Involuntary Termination Without Cause Shall not include “Termination for Good
Reason”.




          In addition, Employee shall incur an Involuntary Termination Without Cause if
Employee is transferred to or employed by an entity other than the Company or a Subsidiary in connection with a
divestiture, spinoff, outsourcing, or similar business transaction, even if
Employee does not experience a common law termination of employment in connection
with such event or transaction.




     “Parties” means, collectively, the Company and the Employee. (“Party” means either
the Company or the Employee).



     “Termination For Good Reason” means the termination of the Employee’s employment with
the Company within ninety (90) days after the occurrence of any of the following events
(without the Employee’s express written consent):



          (a) A material diminution in the Employee’s base salary;




          (b) A material diminution in Employee’s responsibilities or reporting duties;




          (c) Employee’s involuntary relocation to any place, other than the executive
offices as a result of the Company relocating its executive offices, exceeding a
distance of 50 miles from the place of Employee’s normal place of employment,
except for reasonably required travel by Employee on the Company’s business; or




          (d) Any material breach by the Company of any material provision of this
Agreement or his employment agreement with the Company (if any).




     However, Good Reason shall exist with respect to any above-specified matter only if
such matter is not corrected, or begun to be corrected, by the Company within thirty (30)
days after the Company’s receipt of written notice of such matter from Employee. Any such
notice from Employee must be provided within thirty (30) days after the initial existence
of the specified event. In no event shall a termination by Employee occurring more than
ninety (90) days following the initial date of an event described above be considered a
Termination For Good Reason due to such event, regardless of whether that event is
corrected.




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