**Exhibit 10.11****CHANGE IN CONTROL/SEVERANCE AGREEMENT**     THIS AGREEMENT, dated July 15, 2007, is made by and between Guaranty Financial Group Inc., aDelaware corporation (the “Company”), Temple-Inland Inc., a Delaware corporation (“Temple-Inland”),and «First_Name» «Last_Name» (the “Executive”).     WHEREAS, the Executive currently is employed by and a party to a Change in Control Agreement(the “Existing CIC Agreement”) with Temple-Inland;     WHEREAS, Temple-Inland has determined that it is appropriate, desirable and in the bestinterests of Temple-Inland and its stockholders to effect (i) a spinoff to the Temple-Inlandstockholders of the stock of the Company, (ii) a spinoff to the Temple-Inland stockholders of asubsidiary holding Temple-Inland’s real estate operations, and (iii) a sale of Temple-Inland’stimberland holdings to an unrelated third party;     WHEREAS, the Company considers it essential to the best interests of its stockholders tofoster the continued employment of key management personnel following the effective time of thespinoff of the Company (the “Separation”);     WHEREAS, effective as of the Separation, the parties intend for the Existing CIC Agreement tocease to be of any force or effect;     WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, thepossibility of a Change in Control exists and that such possibility, and the uncertainty andquestions which it may raise among management, may result in the departure or distraction ofmanagement personnel to the detriment of the Company and its stockholders; and     WHEREAS, the Board has determined that appropriate steps should be taken (i) to ensure thatthe Executive receive the protections afforded under the Existing CIC Agreement for the two-yearperiod beginning on the date of the Separation and (ii) thereafter to reinforce and encourage thecontinued attention and dedication of members of the Company’s management, including the Executive,to their assigned duties without distraction in the face of potentially disturbing circumstancesarising from the possibility of a Change in Control following such two-year period;     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,the Company, Temple-Inland (solely for purposes of Section 6.1(C) hereof and the last sentence ofSection 2 hereof) and the Executive hereby agree as follows:     1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided inthe last Section hereof.     2. Term of Agreement. The Term of this Agreement shall commence on the date of the Separation(the “Effective Date”) and shall continue in effect through the second anniversary of the EffectiveDate (such two-year period, the “Initial Term”); provided, however, that commencing on the firstanniversary of the Effective Date, and on each anniversary of the Effective Date thereafter, theTerm shall automatically be extended for one additional year unless, not later than 90 days priorto each such date, the Company or the Executive shall have given notice not to extend the Term; andprovided, further, that if a Change in Control shall have occurred during the Term, the Term shallexpire no earlier than 24 months beyond the month in which such Change in Control occurred.Effective as of the Effective Date, the Existing CIC Agreement shall terminate and shall cease tobe of any further force or effect and the Executive waives all rights that may have accruedthereunder.     3. Company’s Covenants Summarized. In order to induce the Executive to remain in the employ ofthe Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, theCompany agrees, under the conditions described herein, to pay the Executive the Severance Paymentsand the other payments and benefits described herein. No Severance Payments shall be payable underthis Agreement unless there shall have been a termination of the Executive’s employment during theInitial Term by the Company without Cause or by the Executive with Good Reason or unless thereshall have been (or, under the terms of the second sentence of Section 6.1 hereof,
 

 
there shall be deemed to have been) a termination of the Executive’s employment with the Companyfollowing and within two years after a Change in Control and during the Term. This Agreement shallnot be construed as creating an express or implied contract of employment and, except as otherwiseagreed in writing between the Executive and the Company, the Executive shall not have any right tobe retained in the employ of the Company.     4. The Executive’s Covenants. The Executive agrees that, subject to the terms and conditionsof this Agreement, in the event of a Potential Change in Control during the Term, the Executivewill remain in the employ of the Company until the earliest of (i) a date which is six months fromthe date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the dateof termination by the Executive of the Executive’s employment for Good Reason or by reason ofdeath, Disability or Retirement, or (iv) the termination by the Company of the Executive’semployment for any reason.     5. Compensation Other Than Severance Payments.     5.1 During the Initial Term or otherwise following a Change in Control and during the Term,during any period that the Executive fails to perform the Executive’s full-time duties with theCompany as a result of incapacity due to physical or mental illness, the Company shall pay theExecutive’s full salary to the Executive at the rate in effect at the commencement of any suchperiod, together with all compensation and benefits payable to the Executive under the terms of anycompensation or benefit plan, program or arrangement maintained by the Company during such period(other than any disability plan), until the Executive’s employment is terminated by the Company forDisability.     5.2 If the Executive’s employment shall be terminated for any reason during the Initial Termor otherwise following a Change in Control and during the Term, the Company shall pay theExecutive’s full salary to the Executive through the Date of Termination at the Executive’s thencurrent salary (determined without regard to any reduction constituting Good Reason) together withall compensation and benefits payable to the Executive through the Date of Termination under theterms of the Company’s compensation and benefit plans, programs or arrangements as in effectimmediately prior to the Date of Termination or, if more favorable to the Executive, as in effectimmediately prior to the first occurrence of an event or circumstance constituting Good Reason.     5.3 If the Executive’s employment shall be terminated for any reason during the Initial Termand otherwise following a Change in Control and during the Term, the Company shall pay to theExecutive the Executive’s normal post-termination compensation and benefits as such payments becomedue. Such post-termination compensation and benefits shall be determined under, and paid inaccordance with, the Company’s retirement, insurance and other compensation or benefit plans,programs and arrangements as in effect immediately prior to the Date of Termination or, if morefavorable to the Executive, as in effect immediately prior to the occurrence of the first event orcircumstance constituting Good Reason.     5.4 For the two-year period commencing immediately following a Change in Control and duringthe Initial Term, the Company agrees (A) to provide the Executive with benefits substantiallysimilar to the material benefits provided to the Executive under any of the Company’s executivecompensation (including bonus, equity or incentive compensation), pension, savings, life insurance,medical, health and accident, or disability plans in which the Executive was participatingimmediately prior to the Change in Control (or, during the Initial Term, immediately after theSeparation), and to provide the Executive with a number of vacation days that would be no lessfavorable to the Executive than the number determined in accordance with the vacation policy ineffect immediately prior to the Change in Control (or, during the Initial Term, immediately afterthe Separation) on the basis of the Executive’s years of service with the Company, (B) to timelypay to the Executive any portion of the Executive’s current compensation, or timely pay to theExecutive any material portion of an installment of deferred compensation under any deferredcompensation program of the Company, and (C) not to take any other action that would directly orindirectly deprive the Executive of any material fringe benefit enjoyed by the Executiveimmediately prior to the Change in Control (or, during the Initial Term, immediately after theSeparation), exclusive of any across the board reductions affecting all similarly situatedemployees.     6. Severance Payments.     6.1 If the Executive’s employment is terminated either during the Initial Term or otherwisefollowing a Change in Control and within two (2) years after a Change in Control (provided thatsuch termination of employment
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constitutes a “separation from service” within the meaning of Section 409A of the Code), in eitherevent other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by theExecutive without Good Reason, then the Company shall pay the Executive the amounts, and providethe Executive the benefits, described in this Section 6.1 (“Severance Payments”) and Section 6.2,in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof.For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminatedfollowing a Change in Control by the Company without Cause or by the Executive with Good Reason, if(i) the Executive’s employment is terminated by the Company without Cause prior to a Change inControl (whether or not a Change in Control ever occurs) and such termination was at the request ordirection of a Person who has entered into an agreement with the Company the consummation of whichwould constitute a Change in Control, or (ii) the Executive terminates his employment for GoodReason prior to a Change in Control (whether or not a Change in Control ever occurs) and thecircumstance or event which constitutes Good Reason occurs at the request or direction of suchPerson. For purposes of any determination regarding the applicability of the immediately precedingsentence, any position taken by the Executive shall be presumed to be correct unless the Companyestablishes to the Board by clear and convincing evidence that such position is not correct.     (A) In lieu of any further salary payments to the Executive for periods subsequent tothe Date of Termination, the Company shall pay to the Executive a lump sum severancepayment, in cash, equal to two (2) times the sum of (i) the Executive’s highest base salaryas in effect during the three-year period ending immediately prior to the Date ofTermination (including, if the Date of Termination occurs within three years after theEffective Date, salary paid in respect of employment by Temple-Inland or its Affiliatesduring such three-year period) and (ii) the Executive’s target annual bonus pursuant to anyannual bonus or incentive plan maintained by the Company in respect of the fiscal year inwhich occurs the Date of Termination (or, if higher, the greatest actual annual bonus inrespect of any of the three preceding fiscal years (including as applicable, with respect toyears ending at or before the Effective Date, annual bonuses paid by Temple-Inland)).     (B) For the two-year period immediately following the Date of Termination, the Companyshall arrange to provide the Executive and his dependents life, accidental death anddismemberment, medical and dental benefits substantially similar to those provided to theExecutive and his dependents immediately prior to the Date of Termination or, if morefavorable to the Executive, those provided to the Executive and his dependents immediatelyprior to the first occurrence of an event or circumstance constituting Good Reason, at nogreater cost to the Executive than the cost to the Executive immediately prior to such dateor occurrence; provided, however, that such health and welfare benefits shall be providedthrough an arrangement that satisfies the requirements of Sections 105 and 106 of the Code.To the extent that health and welfare benefits of the same type are received by or madeavailable to the Executive during the two-year period following the Executive’s Date ofTermination (which such benefits received by or made available to the Executive shall bereported by the Executive to the insurance company or other appropriate party in accordancewith any applicable coordination of benefits provisions), the benefits otherwise receivableby the Executive pursuant to this Section 6.1(B) shall be made secondary to such benefits;provided, however, that the Company shall reimburse the Executive for the excess, if any, ofthe cost of such benefits to the Executive over such cost immediately prior to the Date ofTermination or, if more favorable to the Executive, the first occurrence of an event orcircumstance constituting Good Reason.     (C) Vesting shall accelerate and restrictions shall lapse on all unvested or restrictedequity or equity-based awards in respect of either the Company or Temple-Inland held by theExecutive as of the Date of Termination and each stock option to acquire common stock of theCompany or Temple-Inland and each stock appreciation right in respect of either the Companyor Temple-Inland held by the Executive as of the Date of Termination shall remainexercisable following the Date of Termination for the full term of such option or stockappreciation right. The Company also shall cause the subsidiary holding Temple-Inland’sreal estate operations to provide that vesting shall accelerate and restrictions shall lapseon all unvested or restricted equity or equity-based awards in respect of such company heldby the Executive as of the Date of Termination and that each stock option to acquire commonstock of such company and each stock appreciation right in respect of such company held bythe Executive as of the Date of Termination shall remain exercisable following the Date ofTermination for the full term of such option or stock appreciation right.
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     (D) For purposes of determining the amount of any benefit payable to the Executive andthe Executive’s right to any benefit otherwise payable under a Pension Plan, and except tothe extent it would result in a duplication of benefits under Section 6.1(E) hereof, theExecutive shall be treated as if he had accumulated (after the Date of Termination)twenty-four (24) additional months of service credit thereunder and had been credited duringsuch period with compensation at the highest rate in effect during the three-year periodending immediately prior to the Date of Termination.     (E) In addition to the benefits to which the Executive is entitled under any definedcontribution Pension Plan, the Company shall pay the Executive a lump sum amount, in cash,equal to the sum of (i) the amount that would have been contributed thereto or creditedthereunder by the Company on the Executive’s behalf during the two (2) years immediatelyfollowing the Date of Termination (but not including as amounts that would have beencontributed or credited an amount equal to the amount of any reduction in base salary, bonusor other compensation that would have occurred in connection with such contribution orcredit), determined (x) as if the Executive made the maximum permissible contributionsthereto or credits thereunder during such period, (y) as if the Executive earnedcompensation during such period at a rate equal to the Executive’s highest rate ofcompensation (as defined in the Pension Plan) during the three-year period endingimmediately prior to the Date of Termination, and (z) without regard to any amendment to thePension Plan made subsequent to the Effective Date and on or prior to the Date ofTermination, which amendment adversely affects in any manner the computation of benefitsthereunder, and (ii) the excess, if any, of (x) the Executive’s account balance under thePension Plan as of the Date of Termination over (y) the portion of such account balance thatis nonforfeitable under the terms of the Pension Plan.     (F) Notwithstanding any provision of any annual or long-term incentive plan (exclusiveof equity-based plans) to the contrary, the Company shall pay to the Executive a lump sumamount, in cash, equal to the sum of (i) any unpaid incentive compensation which has beenallocated or awarded to the Executive for a completed bonus cycle preceding the Date ofTermination under any such plan and which, as of the Date of Termination, is contingent onlyupon the continued employment of the Executive to a subsequent date, and (ii) the aggregatevalue of all contingent incentive compensation awards to the Executive for the uncompletedperiod under any such plan, calculated as to each such award by multiplying the award thatthe Executive would have earned on the last day of the performance award period, assumingthe achievement, at the target level, of any individual and corporate performance goalsestablished with respect to such award, multiplied by the fraction obtained by dividing thenumber of full months and any fractional portion of a month during such performance awardperiod through the Date of Termination by the total number of months contained in suchperformance award period (or if such fraction is greater than 1/2, multiplied by one (1)).     (G) The Company shall reimburse the Executive for expenses incurred for outplacementservices suitable to the Executive’s position for a period of one (1) year following theDate of Termination (or, if earlier, until the first acceptance by the Executive of an offerof employment) in an amount not exceeding 15% of the sum of the Executive’s highest annualbase rate of salary as in effect during the three-year period ending immediately prior tothe Date of Termination (including, if the Date of Termination occurs within three yearsafter the Effective Date, salary paid in respect of employment by Temple-Inland or itsAffiliates during such three-year period), and the greatest target annual bonus pursuant toany annual bonus or incentive plan maintained by the Company in respect of the fiscal yearin which occurs the Date of Termination (or, if higher, the highest actual annual bonus inrespect of any of the three preceding fiscal years (including as applicable, with respect toyears ending at or before the Effective Date, annual bonuses paid by Temple-Inland)), whichpayment shall be made as soon as practicable but in any event within thirty (30) businessdays following the date of request for reimbursement. Subject to the foregoing, in no eventshall any payment described in this Section 6.1(G) be made after the end of the calendaryear following the calendar year in which the expenses were incurred.     (H) For the two-year period immediately following the Date of Termination, the Companyshall provide the Executive with perquisites (such as any use of a Company providedautomobile, club membership fee reimbursements, income tax preparation and financialadvisory services) that were applicable immediately prior to the Date of Termination or, ifmore favorable, immediately prior to the first occurrence of an event or circumstanceconstituting Good Reason, provided that in no event shall the amount
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of perquisites to which the Executive is entitled under this Section 6.1(H) for any taxableyear of the Executive affect the amount of perquisites to which the Executive is entitledunder this Section 6.1(H) for any other taxable year.     6.2 Excise Tax Gross-Up.     (A) Whether or not the Executive becomes entitled to the Severance Payments, if anypayment or benefit received or to be received by the Executive in connection with a Changein Control or the termination of the Executive’s employment (whether pursuant to the termsof this Agreement or any other plan, arrangement or agreement with the Company, any Personwhose actions result in a Change in Control or any Person affiliated with the Company orsuch Person) (all such payments and benefits, including the Severance Payments, beinghereinafter called “Total Payments”) will be subject (in whole or part) to the Excise Tax,then, subject to the provisions of subsection (B) of this Section 6.2, the Company shall payto the Executive an additional amount (the “Gross-Up Payment”) such that the net amountretained by the Executive, after deduction of any Excise Tax on the Total Payments and anyfederal, state and local income and employment taxes and Excise Tax upon the Gross-UpPayment, shall be equal to the Total Payments.     (B) In the event that the amount of the Total Payments does not exceed 110% of thelargest amount that would result in no portion of the Total Payments being subject to theExcise Tax (the “Safe Harbor”), then subsection (A) of this Section 6.2 shall not apply andthe noncash Severance Payments shall first be reduced (if necessary, to zero), and the cashSeverance Payments shall thereafter be reduced (if necessary, to zero) so that the amount ofthe Total Payments is equal to the Safe Harbor; provided, however, that, to the extentpermitted by Section 409A of the Code, the Executive may elect to have the cash SeverancePayments reduced (or eliminated) prior to any reduction of the noncash Severance Payments.     (C) For purposes of determining whether any of the Total Payments will be subject tothe Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall betreated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, unlessin the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive andselected by the accounting firm which was, immediately prior to the Change in Control, theCompany’s independent auditor (the “Auditor”), such other payments or benefits (in whole orin part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A)of the Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(l)of the Code shall be treated as subject to the Excise Tax unless, in the opinion of TaxCounsel, such excess parachute payments (in whole or in part) represent reasonablecompensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) ofthe Code, in excess of the Base Amount allocable to such reasonable compensation, or areotherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or anydeferred payment or benefit shall be determined by the Auditor in accordance with theprinciples of Sections 280G(d)(3) and (4) of the Code. Prior to the payment date set forthin Section 6.3 hereof, the Company shall provide the Executive with its calculation of theamounts referred to in this Section 6.2(C) and such supporting materials as are reasonablynecessary for the Executive to evaluate the Company’s calculations. If the Executivedisputes the Company’s calculations (in whole or in part), the reasonable opinion of TaxCounsel with respect to the matter in dispute shall prevail.(D) (I) In the event that (1) amounts are paid to the Executive pursuant to Section6.2(A), (2) there is a Final Determination that the Excise Tax is less than theamount taken into account hereunder in calculating the Gross-Up Payment, and (3)after giving effect to such Final Determination, the Severance Payments are to bereduced pursuant to Section 6.2(B), the Executive shall repay to the Company, withinfive (5) business days following the date of the Final Determination, the Gross-UpPayment, the amount of the reduction in the Severance Payments, plus interest on theamount of such repayments at 120% of the rate provided in Section 1274(b)(2)(B) ofthe Code.     (II) In the event that (1) amounts are paid to the Executive pursuant toSection 6.2(A), (2) there is a Final Determination that the Excise Tax is less thanthe amount taken into account hereunder in calculating the Gross-Up Payment, and (3)after giving effect to such Final Determination, the Severance Payments are not tobe reduced pursuant to Section 6.2(B), the
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Executive shall repay to the Company, within five (5) business days following thedate of the Final Determination, the portion of the Gross-Up Payment attributable tosuch reduction (plus that portion of the Gross-Up Payment attributable to the ExciseTax and federal, state and local income and employment taxes imposed on the Gross-UpPayment being repaid by the Executive), to the extent that such repayment results ina reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive’staxable income and wages for purposes of federal, state and local income andemployment taxes, plus interest on the amount of such repayment at 120% of the rateprovided in Section 1274(b)(2)(B) of the Code.     (III) Except as otherwise provided in clause (IV) below, in the event there isa Final Determination that the Excise Tax exceeds the amount taken into accounthereunder in determining the Gross-Up Payment (including by reason of any paymentthe existence or amount of which cannot be determined at the time of the Gross-UpPayment), the Company shall pay to the Executive, within five (5) business daysfollowing the date of the Final Determination, the sum of (1) a Gross-Up Payment inrespect of such excess and in respect of any portion of the Excise Tax with respectto which the Company had not previously made a Gross-Up Payment, including aGross-Up Payment in respect of any Excise Tax attributable to amounts payable underclauses (2) and (3) of this paragraph (III) (plus any interest, penalties oradditions payable by the Executive with respect to such excess and such portion),(2) if Severance Payments were reduced pursuant to Section 6.2(B) but after givingeffect to such Final Determination, the Severance Payments should not have beenreduced pursuant to Section 6.2(B), the amount by which the Severance Payments werereduced pursuant to Section 6.2(B), and (3) interest on such amounts at 120% of therate provided in Section 1274(b)(2)(B) of the Code.     (IV) In the event that (1) Severance Payments were reduced pursuant to Section6.2(B) and (2) the aggregate value of Total Payments which are considered “parachutepayments” within the meaning of Section 280G(b)(2) of the Code is subsequentlyredetermined in a Final Determination, but such redetermined value still does notexceed 110% of the Safe Harbor, then, within five (5) business days following suchFinal Determination, (x) the Company shall pay to the Executive the amount (if any)by which the reduced Severance Payments (after taking the Final Determination intoaccount) exceeds the amount of the reduced Severance Payments actually paid to theExecutive, plus interest on the amount of such repayment at 120% of the rateprovided in Section 1274(b)(2)(B) of the Code, or (y) the Executive shall pay to theCompany the amount (if any) by which the reduced Severance Payments actually paid tothe Executive exceeds the amount of the reduced Severance Payments (after taking theFinal Determination into account), plus interest on the amount of such repayment at120% of the rate provided in Section 1274(b)(2)(B) of the Code.     6.3 The payments provided in subsections (A), (E) and (F) of Section 6.1 hereof shall be madeas soon as practicable (but in any event not later than the fifth day) following the Date ofTermination; provided that, to the extent required to satisfy the provisions of Section409A(a)(2)(B)(i) of the Code, such payments shall be made not earlier than but as soon aspracticable on or in any event within five days after (with interest at the 6-month certificate ofdeposit rate published in The Wall Street Journal on the Date of Termination (or if not publishedon that date, on the next following date when published) or, if less, the maximum rate that willavoid, if applicable, the imposition of any additional excise taxes under Section 4999 of the Code(the “409A Interest Rate”)) the date that is six (6) months after the Date of Termination (the“409A Payment Date”)). The payments provided in Section 6.2 hereof shall be made on or as soon aspracticable following the day on which the Excise Tax is remitted (but not later than the end ofthe taxable year following the year in which the Excise Tax is incurred). If the amounts of thepayments described in the preceding provisions of this Section 6.3 cannot be finally determined onor before the date payment is to be made, the Company shall pay to the Executive (or shall causethe grantor trust described in Section 6.5 to pay to the Executive) on such day an estimate, asdetermined in good faith by the Executive or, in the case of payments under Section 6.2 hereof, inaccordance with Section 6.2 hereof, of the minimum amount of such payments to which the Executiveis clearly entitled and shall pay (or cause to be paid) the remainder of such payments (togetherwith interest on the unpaid remainder (or on all such payments to the extent the Company fails tomake such payments when due) at 120% of the rate provided in Section 1274(b)(2)(B) of the Code) assoon as the amount thereof can be determined but in no event later than the 30th day after the datepayment is to be made. In the event that the amount of the estimated payments exceeds the amountsubsequently determined to have been due, such excess shall constitute a loan by the Company to
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the Executive, payable on the fifth business day after demand by the Company (together withinterest at 120% of the rate provided in Section 1274(b)(2)(B) of the Code). At the time thatpayments are made under this Agreement, the Company shall provide the Executive with a writtenstatement setting forth the manner in which such payments were calculated and the basis for suchcalculations including, without limitation, any opinions or other advice the Company has receivedfrom Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advicewhich are in writing shall be attached to the statement). To the extent the benefits to be madeavailable under subsections (B) and (H) of Section 6.1 hereof are not medical expenses within themeaning of Treas. Reg. § 1.409A-1(b)(9)(v)(B) and are not short-term deferrals within the meaningof Section 409A of the Code, then to the extent the fair market value of such benefits during thefirst six months following the Date of Termination exceeds two times the lesser of the Executive’sannualized compensation based upon the Executive’s annual rate of pay for services during thetaxable year of the Executive preceding the year in which the Date of Termination occurs (adjustedfor any increase during that year that was expected to continue indefinitely had no separation fromservice occurred) or the maximum amount that may be taken into account under a qualified planpursuant to Section 401(a)(17) of the Code for the year in which the Date of Termination occurs,the Executive shall pay to the Company, at the time such benefits are provided, the fair marketvalue of such benefits, and the Company shall reimburse the Executive for any such payment notlater than the fifth day following the expiration of such six-month period; provided, however, thatthis requirement for payment by the Executive and reimbursement by the Company shall apply solelyto the extent required by Section 409A(a)(2)(B)(i) of the Code.     6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by theExecutive in disputing in good faith any issue hereunder relating to the termination of theExecutive’s employment, in seeking in good faith to obtain or enforce any benefit or right providedby this Agreement or in connection with any tax audit or proceeding to the extent attributable tothe application of Section 4999 of the Code to any payment or benefit provided hereunder. Suchpayments shall be made within five business days after delivery of the Executive’s written requestsfor payment accompanied with such evidence of fees and expenses incurred as the Company reasonablymay require (but in no event shall any such payment be made after the end of the calendar yearfollowing the calendar year in which the expenses were incurred), provided that no such paymentshall be made in respect of fees or expenses incurred by the Executive after the later of the tenthanniversary of the Date of Termination or the Executive’s death, and provided further, that, uponthe Executive’s separation from service with the Company, in no event shall any additional suchpayments be made prior to the date that is six months after the date of the Executive’s separationfrom service to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of theCode.     6.5 To the extent that the payment of any amount due under subsections (A), (E) or (F) ofSection 6.1 hereof is delayed by reason of Section 409A(a)(2)(B)(i) of the Code, the Company shall,on or as soon as practicable after the Date of Termination, contribute the amounts otherwisepayable pursuant to subsections (A), (E) and (F) of Section 6.1 hereof, together with six monthsinterest thereon at the 409A Interest Rate (as defined in Section 6.3 hereof), to a grantor(“rabbi”) trust of which the Executive is the sole beneficiary (subject to the claims of theCompany’s creditors, as required pursuant to applicable Internal Revenue Service guidance toprevent the imputation of income to the Executive prior to distribution from the trust), pursuantto which the amounts payable pursuant to subsections (A), (E) and (F) of Section 6.1 hereof shallbe payable from the trust, together with the appropriate amount of interest at the 409A InterestRate (as defined in Section 6.3 hereof), on or as soon as practicable and in any event within fivedays after the Section 409A Payment Date (as defined in Section 6.3 hereof), provided that to theextent such amount is paid to the Executive by the Company, the trust shall pay such amount to theCompany.     7. Termination Procedures and Compensation During Dispute.     7.1. Notice of Termination. During the Initial Term and otherwise after a Change in Controland during the Term, any purported termination of the Executive’s employment (other than by reasonof death) shall be communicated by written Notice of Termination from one party hereto to the otherparty hereto in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice ofTermination” shall mean a notice which shall indicate the specific termination provision in thisAgreement relied upon and shall set forth in reasonable detail the facts and circumstances claimedto provide a basis for termination of the Executive’s employment under the provision so indicated.For purposes of this Agreement, any purported termination of the Executive’s employment shall bepresumed to be other than for Cause unless the Notice of Termination includes a copy of aresolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entiremembership of the Board at a meeting of the Board which was called and held for the purpose ofconsidering such termination (after reasonable notice to the
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Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heardbefore the Board) finding that, in the good faith opinion of the Board, the Executive was guilty ofconduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying theparticulars thereof in detail.     7.2 Date of Termination. “Date of Termination,” with respect to any purported termination ofthe Executive’s employment during the Initial Term or after a Change in Control and during theTerm, shall mean (i) if the Executive’s employment is terminated for Disability, 30 days afterNotice of Termination is given (provided that the Executive shall not have returned to thefull-time performance of the Executive’s duties during such 30 day period), and (ii) if theExecutive’s employment is terminated for any other reason, the date specified in the Notice ofTermination (which, in the case of a termination by the Company, shall not be less than 30 days(except in the case of a termination for Cause) and, in the case of a termination by the Executive,shall not be less than 15 days nor more than 60 days, respectively, from the date such Notice ofTermination is given, provided that, in the case of a termination by the Executive, the Company mayrequire a Date of Termination earlier than that specified in the Notice of Termination upon paymentto the Executive of the full amount of base salary that would have been paid to the Executive hadthe Executive continued employment between the actual Date of Termination and the Date ofTermination specified in the Notice of Termination).     7.3 Dispute Concerning Termination. If within 15 days after any Notice of Termination isgiven, or, if later, prior to the Date of Termination (as determined without regard to this Section7.3), the party receiving such Notice of Termination notifies the other party that a dispute existsconcerning the termination, the Date of Termination shall be extended until the earlier of (i) thedate on which the Term ends or (ii) the date on which the dispute is finally resolved, either bymutual written agreement of the parties or by a final judgment, order or decree of an arbitrator ora court of competent jurisdiction (which is not appealable or with respect to which the time forappeal therefrom has expired and no appeal has been perfected); provided, however, that the Date ofTermination shall be extended by a notice of dispute given by the Executive only if such notice isgiven in good faith and the Executive pursues the resolution of such dispute with reasonablediligence.     7.4 Compensation During Dispute. If a purported termination occurs during the Initial Term orotherwise following a Change in Control and during the Term and the Date of Termination is extendedin accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the fullcompensation in effect when the notice giving rise to the dispute was given (including, but notlimited to, salary) and continue the Executive as a participant in all compensation, benefit andinsurance plans in which the Executive was participating when the notice giving rise to the disputewas given, until the Date of Termination, as determined in accordance with Section 7.3 hereof.Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement(other than those due under Section 5.2 hereof) and shall not be offset against or reduce any otheramounts due under this Agreement.     8. No Mitigation. The Company agrees that, if the Executive’s employment with the Companyterminates during the Term, the Executive is not required to seek other employment or to attempt inany way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereofor Section 7.4 hereof. Further, the amount of any payment or benefit provided for in this Agreement(other than Section 6.1(B) hereof) shall not be reduced by any compensation earned by the Executiveas the result of employment by another employer, by retirement benefits, by offset against anyamount claimed to be owed by the Executive to the Company, or otherwise.     9. Successors; Binding Agreement.     9.1 The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to be obligated to perform this Agreement (whether by reason of express assumption by thesuccessor or by operation of law) in the same manner and to the same extent that the Company wouldbe required to perform it if no such succession had taken place.     9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive shall die while any amount would still be payable to theExecutive hereunder (other than amounts which, by their terms, terminate upon the death of theExecutive) if the Executive had continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to the executors, personal
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representatives or administrators of the Executive’s estate.     10. Notices. For the purpose of this Agreement, notices and all other communications providedfor in the Agreement shall be in writing and shall be deemed to have been duly given when deliveredor mailed by United States registered mail, return receipt requested, postage prepaid, addressed,if to the Executive, to the address of the Executive as maintained from time to time on the payrollsystem of the Company and, if to the Company, to the address set forth below, or to such otheraddress as either party may have furnished to the other in writing in accordance herewith, exceptthat notice of change of address shall be effective only upon actual receipt:To the Company: