exv10w34



 





Exhibit 10.34




LCC INTERNATIONAL, INC.

CHANGE IN CONTROL SEVERANCE PLAN

AND

SUMMARY PLAN DESCRIPTION



 



 



 





 



 



 



Plan Effective Date: June 29, 2004



 









 





LCC INTERNATIONAL, INC.

CHANGE IN CONTROL SEVERANCE PLAN

AND

SUMMARY PLAN DESCRIPTION


The LCC International, Inc. Change in Control Severance Plan (the “Plan”) is
primarily designed to provide eligible employees of LCC International, Inc.
(the “Company”) whose employment is terminated on or after June 29, 2004
following a Change in Control of the Company with separation pay in the event
of an involuntary termination of employment.



This Plan is designed to be an “employee welfare benefit plan,” as defined in
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). This Plan is governed by ERISA and, to the extent applicable, the
laws of the Commonwealth of Virginia. This document constitutes both the
official plan document and the required summary plan description under ERISA.



ELIGIBILITY

You will be an Eligible Employee for purposes of receiving severance benefits
under the Plan if:





	 	•	 	you are a regular, full-time employee of the Company and are
identified on Exhibit A, which may be amended from time to time by
the Plan Administrator to include additional officers as they are
hired or promoted into the roles of Chief Executive Officer, Senior
Vice President or Vice President;
	 
	 	•	 	your active employment with the Company is Involuntarily
Terminated within the Applicable Period following a Change in
Control;
	 
	 	•	 	you execute the General Release of All Claims (the “General
Release”), a copy of which is attached as Exhibit B, within five (5)
business days after your termination date or, if you are age forty
(40) or over, you execute the General Release, a copy of which is
attached as Exhibit C, within forty-five (45) business days after
your termination; and
	 
	 	•	 	you are not in one of the excluded categories listed
below.




Excluded categories of employees. You are not eligible for severance
benefits under this Plan if:





	 	•	 	you voluntarily terminate employment unless your termination
constitutes an “Involuntary Termination” as defined below;
	 
	 	•	 	you are employed with a successor employer which directly or
indirectly acquires (i) all or any portion of the assets or
operations of the Company or any subsidiary, (ii) all or any portion
of the outstanding capital stock of the Company, or (iii) fifty
percent (50%) or more of the capital stock of any subsidiary of the
Company. However, you would be eligible for severance benefits
pursuant to the terms of the Plan upon a subsequent termination by
the successor employer within the Applicable Period following a
Change in Control; or




1









 






	 	•	 	you are dismissed for Cause, whether or not you prior to your
dismissal you received notice of a termination which would otherwise
qualify you for severance benefits.




HOW THE PLAN WORKS

If you are eligible for severance benefits under the Plan, the amount of your
severance pay will be determined in accordance with the guidelines set forth
below, subject to the Golden Parachute Tax Gross-Up set forth below. You will
receive your severance pay in a lump-sum payment (with appropriate taxes
deducted), which will be made as soon as administratively practicable after the
occurrence of the following events:





	 	•	 	your Involuntary Termination within the
Applicable Period after a Change in Control;
	 
	 	•	 	the Company’s receipt of your executed General
Release; and
	 
	 	•	 	the expiration of any rescission period
applicable to your executed General Release.





Severance Guidelines


If your employment is Involuntarily Terminated within the Applicable Period
after a Change in Control, you will be paid or provided:




     (1) All Accrued Compensation and a Pro-Rata Bonus;



     (2) Reasonable outplacement services,



     (3) Benefits continuation for the Applicable Period, and



     (4) Severance as follows:




	 	•	 	if the Eligible Employee was the Chief Executive Officer of
the Company immediately before the Change in Control, an amount
equal to 200% of to the Eligible Employee’s Annual Base Pay and
Target Bonus;
	 
	 	•	 	if the Eligible Employee was a senior vice president of the
Company immediately before the Change in Control, 150% of the
Eligible Employee’s Annual Base Pay and Target Bonus;
	 
	 	•	 	if the Eligible Employee was a vice president immediately
before the Change in Control, 100% of the Eligible Employee’s Annual
Base Pay and Target Bonus.




In addition your termination will be treated as a termination at the
convenience of the Company under the 1996 Stock Option Plan, which will allow
continued vesting and exercise of options for 180 days from termination of
employment.




2









 







Accrued Compensation shall mean an amount which shall include all
amounts earned or accrued through the termination date but not paid as of the
termination date including (i) base salary, (ii) reimbursement for reasonable
and necessary expenses incurred by you on behalf of the Company during the
period ending on the termination date, (iii) vacation and sick leave pay (to
the extent provided by Company policy or applicable law), (iv) incentive
compensation (other than the Pro Rata Bonus; and (v) 100% of any target bonus
with respect to the Company’s fiscal year ended prior to the termination date
to the extent a bonus for such year has not been awarded and paid prior to the
termination date and there is a reasonable expectation that a bonus would be
paid based upon the company’s results and/or your performance against bonus
objectives.



Annual Base Pay generally means your annualized base salary at the rate
in effect during the last regularly scheduled payroll period immediately
preceding either (i) the occurrence of the Change in Control, or (ii) your
Involuntary Termination, whichever is greater, and does not include, for
example, bonuses, overtime compensation, incentive pay, fringe benefits, sales
commissions or expense allowances.



Applicable Period means (i) twenty-four (24) months, if you were the
Chief Executive Officer of the Company immediately prior to the Change in
Control, (ii) eighteen (18) months, if you were a Senior Vice President of the
Company immediately prior to the Change in Control, or (iii) twelve (12)
months, if you were a Vice President of the Company immediately prior to the
Change in Control.



Cause means: (i) any act of deceit, dishonesty, fraud or theft, (ii) a
material failure to perform your job responsibilities after having been
provided notice and a reasonable opportunity to cure the problem, (iv) any
material violation of Company policy under circumstances where you knew or
should have known of the policy, (v) any material violation of your this Plan
or any agreement you may have with the Company including, without limitation,
any violation of your obligations of confidentiality and non-competition, or
(vi) any immoral, unethical or illegal behavior including, without limitation,
and violation of your fiduciary obligations to the Company.



Change in Control shall be deemed to occur upon the consummation of any
of the following transactions:





	 	1.	 	the sale of all or substantially all of the assets of the
Company to another person or entity;
	 
	 	2.	 	a merger, consolidation or reorganization of the Company with
one or more other persons or entities where the Company is not the
surviving entity; or
	 
	 	3.	 	a merger, acquisition or other transaction in which the
Company is the surviving corporation that results in any person or
entity (other than persons who are holders of 5% or more of the
stock of the Company at the time the transaction is approved by the
shareholders and other than any Affiliate) acquiring beneficial
ownership of 51% or more of the combined voting power of all classes
of stock of the Company, excluding any change in voting control
arising as a result of the conversion of Class “B” common stock of
the Company to Class “A” common stock of the Company or any




3









 






	 	 	 	distribution by RF Investors, L.L.C. to any of its direct or indirect
owners, investors or their respective affiliates (within the meaning
of Rule 405 of Regulation C under the 1933 Act).




Confidential Information



You shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company
or any of its affiliates, and their respective businesses, which shall have
been obtained by you during your employment by the Company or any of its
affiliates and which shall not be or become public knowledge (other than by
your acts or acts of your representatives in violation of this Plan). After
termination of your employment with the Company, you shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data
to anyone other than the Company and those designated by it.



Covenant Not to Compete



If you are an Eligible Employee under the Plan, in consideration for the
severance payment being made to you under the Plan, you are subject to a
Covenant Not to Compete. Pursuant to the Covenant Not to Compete, following
the termination of employment, you may not (i) compete with the Company on your
own behalf or on behalf of any third party; or (ii) participate as a director,
stockholder or partner or have any direct or indirect financial interest in any
enterprise which engages in any business in which the Company is engaged, or to
your knowledge, has reasonably firm plans to engage, for the Applicable Period.
You acknowledge and agree that the severance benefits provided to you under
the Plan (with your severance and non-compete term being roughly equivalent)
are intended and are sufficient to compensate you for the Covenant Not to
Compete provided under this Plan provision.



Golden Parachute Tax Gross-Up



In the event that any payment or benefit made or provided to or for your
benefit in connection with this Plan and/or your employment with the Company or
the termination thereof (a “Payment”) is determined to be subject to any
excise tax (“Excise Tax”) imposed by Section 4999 of the Code (or any
successor to such Section), the Company shall pay to you, prior to the time any
Excise Tax is payable with respect to such Payment (through withholding or
otherwise), an additional amount (a “Gross-Up Payment”) which, after the
imposition of all income, employment, excise and other taxes, penalties and
interest thereon, is equal to the sum of (i) the Excise Tax on such Payment
plus (ii) any penalty and interest assessments associated with such Excise Tax.
The determination of whether any Payment is subject to an Excise Tax and, if
so, the amount and time of any Gross-Up Payment pursuant to this Plan shall be
made by an independent auditor (the “Auditor”) selected and paid by the
Company. The parties shall cooperate with each other in connection with any
proceeding or claim relating to the existence or amount of any liability for
Excise Tax.




4









 







Incentive Compensation shall mean 100% of the commission, bonus or other
incentive-type pay paid to you (excluding stock options) for the fiscal year
immediately preceding the Change in Control.



Involuntary Termination shall mean the termination of your employment
with the Company (or, if applicable, successor entity) other than by reason of
death or disability: (a) involuntarily upon your discharge or dismissal other
than for Cause, or (b) upon your resignation following (I) a reduction in your
level of Annual Base Pay or any Target Bonus, (II) a material reduction in your
benefits, (III) a relocation of your place of employment which is more than 35
miles from your place of employment prior to the Change in Control, as
determined in your reasonable judgment, provided and only if such change
or reduction is effected without your written concurrence, or (c) upon your
resignation following a change in your position with the Company (or, if
applicable, with the successor entity) that is effected without the your
written consent and materially reduces your level of responsibility or
authority or that materially increases your level of responsibility or
authority without an appropriate increase in compensation (in your reasonable
judgment).



Non-Solicitation You may not, during your employment by the Company and
for a period of one year thereafter, induce or attempt to induce any employee
of the Company or any the Company’s affiliates to render services for any other
person.



Pro Rata Bonus means an amount equal to 100% of the target bonus that
you would have been eligible to receive for the Company’s fiscal year in which
your employment terminates, multiplied by a fraction, the numerator of which is
the number of days in such fiscal year through the Termination Date and the
denominator of which is 365.



Target Bonus shall mean 100% of the bonus potential established for you
by the Board or the Compensation Committee for the fiscal year during which the
Change in Control occurs.



OTHER IMPORTANT INFORMATION

Plan Administration. As the Plan Administrator, the Company has full
discretionary authority to administer and interpret the Plan, including
discretionary authority to determine eligibility for benefits under the Plan
and the amount of benefits (if any) payable per participant. Any determination
by the Plan Administrator will be final and conclusive upon all persons. When
benefits are due, they will be paid from the general assets of the Company.
The Company is not required to establish a trust to fund the Plan. The
benefits provided under this Plan are not assignable and may be conditioned
upon your compliance with any confidentiality agreement you have entered into
with the Company or upon your compliance with any Company policy or program
communicated to you in writing.



Claims Procedure. If you believe you are incorrectly denied a benefit
or are entitled to a greater benefit than the benefit you receive under the
Plan, you may submit a signed, written application to the Plan Administrator
within ninety (90) days of your termination. You will be notified of the
approval or denial of this claim within ninety (90) days of the date that the
Plan Administrator receives the claim, unless special circumstances require an
extension of time for processing the claim. If your claim is denied, the
notification will state specific reasons for the denial and you will have sixty
(60) days from receipt of the written notification of the denial of your claim
to file




5









 







a signed, written request for a review of the denial with the Plan
Administrator. This request should include the reasons you are requesting a
review, facts supporting your request and any other relevant comments.
Pursuant to its discretionary authority to administer and interpret the Plan
and to determine eligibility for benefits under the Plan, the Plan
Administrator will generally make a final, written determination of your
eligibility for benefits within sixty (60) days of receipt of your request for
review.



Plan Terms. Except as otherwise set forth herein, this Plan supersedes
any and all prior separation, severance and salary continuation arrangements,
programs and plans which were previously offered by the Company for the purpose
of paying benefits upon a termination following a Change in Control, including
pursuant to employment agreement or offer letter. Nothing in this Plan shall
affect an employee’s right to severance benefits under circumstances not
involving a termination following a Change in Control. In no event, however,
shall any individual receive severance benefits under both this Plan and any
other separation, severance pay and salary continuation program, plan or other
arrangement with the Company. Nothing in this Plan shall be effective to
constitute a material modification to any term of any extension of credit by
the Company or any renewal of any extension of credit that existed on July 30,
2002.



Plan Amendment or Termination. The Plan shall automatically terminate
on December 31, 2004 unless (a) a Change in Control has occurred prior to that
date, or (b) the term of the Plan is extended upon the vote of a two-thirds
majority of the Board of Directors for such additional period(s) as the Board
of Directors may specify in connection with the extension. The Company
reserves the right to terminate or amend the Plan at any time upon the vote of
a two-thirds majority of the Board of Directors; provided, however, that no
termination or amendment (other than the automatic termination that will occur
on December 31, 2004 or at the end of any period to which the Plan is extended
by the Board of Directors) which materially impairs the rights of an Eligible
Employee under the Plan will be effective if made (i) within six (6) months
prior to, (ii) on the date of or (iii) after, the occurrence of a Change in
Control. Any termination or amendment of the Plan may be made effective
immediately with respect to any benefits not yet paid, whether or not prior
notice of such amendment or termination has been given to affected employees.



Taxes. The Company will withhold all applicable taxes and other payroll
deductions from any severance payment.



No Right To Employment. This Plan does not provide you with any right
to continue employment with the Company or affect the Company’s right, which
right is hereby expressly reserved, to terminate the employment of any
individual at any time for any reason with or without cause.



No Duplication of Benefits. This Plan may not constitute all of the
agreements between the Eligible Employees and the Company providing for
severance payments in connection with a termination of employment;
provided, however, that if an Eligible Employee is entitled to
severance payments pursuant to this Plan and pursuant to any other oral or
written agreements, commitments or understandings calling for severance
payments in connection with a termination of employment, the severance payments
paid to the Employee by the Company in connection




6









 







with such termination of employment shall be limited to the greater of (i)
severance payments provided pursuant to this Plan or (ii) severance payments
provided by the Company pursuant to such other oral or written agreements,
commitments or understandings. If the Employee is entitled to severance
payments pursuant to this Plan and pursuant to any other oral or written
agreements, commitments or understandings calling for severance payments in
connection with a termination of employment, the Employee shall determine, in
the Employee’s sole discretion, by notice given in writing to the Company,
which payments are greater.



Expenses. The Company shall pay any and all reasonable legal fees and
expenses incurred by the Employee in seeking to obtain or enforce, by bringing
an action against the Company, any right or benefit provided in this Plan if
the Employee is successful in whole or in part in such action.



STATEMENT OF ERISA RIGHTS



As a participant in the Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”). ERISA provides that all Plan participants shall be entitled
to:



Examine, without charge, at the Plan Administrator’s office, all Plan
documents, including all documents filed by the Plan with the U.S. Department
of Labor.



Obtain copies of all Plan documents and other Plan information upon written
request to the Plan Administrator. The Plan Administrator may make a
reasonable charge for the copies.



Receive a summary of the Plan’s annual financial report.



File suit in a federal court, if you, as a participant, request materials and
do not receive them within thirty (30) days of your request. In such a case,
the court may require the Plan Administrator to provide the materials and to
pay you a fine of up to $110 for each day’s delay until the materials are
received, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator.



In addition to creating rights for certain employees of the Company under the
Plan, ERISA imposes obligations upon the people who are responsible for the
operation of the Plan. The people who operate the Plan (called “fiduciaries”)
have a duty to do so prudently and in the interest of the Company’s employees
who are covered by the Plan.



No one, including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit to
which you are entitled under the Plan or from exercising your rights under
ERISA.



If your claim for a severance benefit is denied or ignored, in whole or in
part, you have a right to file suit in a federal or a state court. If Plan
fiduciaries are misusing the Plan’s assets (if any) or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor or file suit in a federal court. The court will decide who
should pay court costs and legal fees. If you are successful in your lawsuit,
the court may, if it so decides, order




7









 







the party you have sued to pay your legal costs, including attorney fees.
However, if you lose, the court may order you to pay these costs and fees, for
example, if it finds that your claim or suit is frivolous.



If you have any questions about the Plan, this statement or your rights under
ERISA, you should contact the Plan Administrator or the nearest Area Office of
the Employee Benefits Security Administration, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution
Avenue, N.W., Washington, D.C. 20210




8









 








ADDITIONAL PLAN INFORMATION




	 	 	 
	
 
	Name of Plan:
	 	LCC International, Inc. Change in Control Severance Plan
	
 
	Company Sponsoring Plan:
	 	LCC International, Inc.
	 
	 	7925 Jones Branch Drive
	 
	 	McLean, Virginia 22102
	
 
	Employer Identification
Number:
	 	 
	
 
	Plan Number:
	 	50__
	
 
	Plan Year:
	 	The calendar year; the first plan year is a short plan
	 
	 	year starting April __, 2004 and ending December 31,
	 
	 	2004
	
 
	Plan Administrator:
	 	Vice President, Human Resources
	 
	 	LCC International, Inc.
	 
	 	7925 Jones Branch Drive
	 
	 	McLean, Virginia 22102
	 
	 	(703) 873-2000
	
 
	Agent for Service of
Legal Process:
	 	Plan Administrator
	
 
	Type of Plan:
	 	Severance Plan/Employee Welfare Benefit Plan
	
 
	Plan Costs:
	 	The cost of the Plan is paid by LCC International, Inc.
	
 








9









 





EXHIBIT A





	 	 	 	 	 
	EMPLOYEE NAME	 	TITLE	 	REGION
	 	 	 	 	 
	Faulders, Tom

	 	PRESIDENT & CEO/CHAIRMAN
	 	Corporate
	McNelly, Mike

	 	SENIOR VICE PRESIDENT, AMERICAS
	 	Americas
	Baravalle, Carlo

	 	SENIOR VICE PRESIDENT, EMEA
	 	EMEA
	Perkins, Graham

	 	SENIOR VICE PRESIDENT, CFO & TREASURER
	 	Corporate
	Aghili, Fariborz (Frank)

	 	VICE PRESIDENT, ENGINEERING SERVICES
	 	Americas
	Arora, Kamal K (KK)

	 	VICE PRESIDENT, WIRELESS INSTITUTE
	 	Corporate
	Cortes, Hernan

	 	VICE PRESIDENT & GENERAL MANAGER, WIRELINE
	 	Wireline
	Deliso, Peter

	 	VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
	 	Corporate
	Donelan, Jamie G

	 	VICE PRESIDENT & CORPORATE CONTROLLER
	 	Corporate
	Drennan, Tricia

	 	VICE PRESIDENT, INVESTOR RELATIONS
	 	Corporate
	Echeverria, Alfredo

	 	VICE PRESIDENT, DEPLOYMENT & PROGRAM MGT
	 	Americas
	Feely, Terri

	 	VICE PRESIDENT, HUMAN RESOURCES
	 	Corporate
	Greenwell, James

	 	VICE PRESIDENT, SALES
	 	Americas
	Groves, Tim

	 	VICE PRESIDENT, FINANCE
	 	EMEA
	Gwiazdowski, Vincent

	 	VICE PRESIDENT & GM, AP
	 	Asia Pacific
	Harnecker, Antonio

	 	GENERAL MANAGER, SPAIN (VP Equivalent)
	 	EMEA
	Helstrip, Mr. Timothy

	 	VICE PRESIDENT, DEPLOYMENT SERVICES
	 	EMEA
	Neale, Alan

	 	VICE PRESIDENT, DEPLOYMENT SERVICES
	 	EMEA
	Pearson, Steve

	 	VICE PRESIDENT, FINANCE
	 	Americas
	Stravitz, Steve

	 	VICE PRESIDENT, MARKETING
	 	Americas
	Thurneysen, Paul T

	 	VICE PRESIDENT, SALES, ENGINEERING
	 	Americas







 









 






EXHIBIT B



GENERAL RELEASE OF ALL CLAIMS



               In consideration of the severance benefits to be paid to me by LCC
International, Inc. in accordance with the terms of the LCC International, Inc.
Change in Control Severance Plan, a copy of which has been given to me, I
hereby fully and forever release and discharge LCC International, Inc., its
officers, directors, agents, employees, successors, predecessors, subsidiaries
and assigns (hereinafter, collectively called “LCC International”) from all
claims and causes of action arising out of or relating in any way to my
employment with LCC International including the termination of my employment.



               I understand and agree that this RELEASE is a full and complete waiver of
all claims, including, but not limited to, claims of wrongful discharge, breach
of contract, breach of the covenant of good faith and fair dealing, violation
of public policy, defamation, personal injury, emotional distress, claims under
Title VII of the Civil Rights Act of 1964, as amended, the Fair Labor Standards
Act, the Equal Pay Act of 1963, the Americans With Disabilities Act, the Civil
Rights Act of 1866, the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) and any other state and federal laws and regulations relating
to employment or employment discrimination. I further understand that by this
RELEASE I agree not to assist, encourage, institute or cause to be instituted
the filing of any administrative charge or legal proceeding against LCC
International relating to employment discrimination.



               I also hereby agree that nothing contained in this RELEASE shall
constitute or be treated as an admission of liability or wrongdoing by me or
LCC International.



               I hereby acknowledge that I have read and understand the foregoing RELEASE
and that I sign it voluntarily and without coercion. I further acknowledge
that I was given an opportunity to consider and review this RELEASE and to
consult with an attorney of my own choosing concerning the waivers contained in
this RELEASE, that I have done so and that the waivers made herein are knowing,
conscious and with full appreciation that I am forever foreclosed from pursing
any of the rights so waived.


Executed this _____ day of ___________, 20__.



______________________________________


Employee



 









 








EXHIBIT C



GENERAL RELEASE OF ALL CLAIMS



               In consideration of the severance benefits to be paid to me by LCC
International, Inc. in accordance with the terms of the LCC International, Inc.
Change in Control Severance Plan (the “Plan”), a copy of which has been given
to me, I hereby fully and forever release and discharge LCC International,
Inc., its officers, directors, agents, employees, successors, predecessors,
subsidiaries and assigns (hereinafter, collectively called “LCC International”)
from all claims and causes of action arising out of or relating in any way to
my employment with LCC International including the termination of my
employment.



               I understand and agree that this RELEASE is a full and complete waiver of
all claims, including, but not limited to, claims of wrongful discharge, breach
of contract, breach of the covenant of good faith and fair dealing, violation
of public policy, defamation, personal injury, emotional distress, claims under
Title VII of the Civil Rights Act of 1964, as amended, the Fair Labor Standards
Act, the Equal Pay Act of 1963, the Americans With Disabilities Act, the Civil
Rights Act of 1866, the Age Discrimination in Employment Act of 1967, as
amended, the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) and any other state and federal laws and regulations relating to
employment or employment discrimination. I further understand that by this
RELEASE I agree not to assist, encourage, institute or cause to be instituted
the filing of any administrative charge or legal proceeding against LCC
International relating to employment discrimination.



               I also hereby agree that nothing contained in this RELEASE shall
constitute or be treated as an admission of liability or wrongdoing by me or
LCC International.



               I understand that I may have 21 days after receipt of this RELEASE within
which I may review and consider, discuss with an attorney of my own choosing,
and decide to execute or not execute it. I also understand for a period of
seven (7) days after I sign this RELEASE, I may revoke this RELEASE and that
the RELEASE will not become effective until seven (7) days after I sign it, and
only then if I do not revoke it. In order to revokes this RELEASE, I must
deliver to the Chief Executive Officer, by no later than seven (7) days after I
execute this RELEASE, a letter stating that I am revoking it. I understand
that if I choose to revoke this RELEASE within seven (7) days after I sign it,
any severance benefits which I would otherwise be entitled to receive, will not
be due and payable, and the RELEASE will have no effect. If I do not elect to
sign this RELEASE, I understand that I will not receive any severance benefits
under this Plan or any other plan.



3









 





EMPLOYEE’S ACCEPTANCE OF RELEASE



     BEFORE SIGNING MY NAME TO THIS RELEASE, I STATE THAT: I HAVE READ IT; I
UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AM AWARE OF MY
RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT
KNOWINGLY AND VOLUNTARILY.



Executed this ___day of ___, 20___.


________________________________


Employee




4