Exhibit 10.9
                           EXECUTIVE SEVERANCE POLICY

o    Applicable  to  U.S.-based  officers of the  Corporation  at or above the
     level of Vice President (does not include divisional or subsidiary officers
     not otherwise included)

o    The following  minimum  compensation  and benefits shall be provided to any
     eligible  officer  whose  employment  with the  Corporation  is  terminated
     without "cause" or who resigns for "good reason":

n        salary continuation for one year (paid in installments on normal
         payroll cycle)

n        continuation  of health  benefits  until earlier of (a) one year or (b)
         eligibility to join another employer's  program;  COBRA period to begin
         running from such date

n        bonus  to be  paid  for  year  of  termination;  prorated  for  date of
         termination;  calculated  at actual  Company-performance  level and not
         less than "fully proficient" individual performance;  payable when paid
         to other executives in following year

n        continued  eligibility  to  participate  in 401(k) for period of salary
         continuation;  officer will continue to receive minimum Company savings
         match  for  such  period  and  will  receive  additional  Company-based
         performance match for the plan year in which termination occurs

n        eligible to receive DC retirement contribution for the plan year in
         which termination occurs

n        stock options would stop vesting upon  termination  and vested  options
         would remain outstanding for severance payment period.

n        executive  must sign  standard  release and waiver to receive  benefits
         (including  standard  provisions  relating to assignment of inventions,
         confidentiality,  and  non-interference  with employees,  customers and
         suppliers)

o    Compensation and/or benefits in addition to the foregoing may be granted at
     the  discretion of the Chief  Executive  Officer  (except to CEO, which are
     subject to Board approval)

o    "Cause"  shall mean (a)  executive's  conviction  for any felony or for any
     other criminal violation involving dishonesty, fraud, or breach of trust or
     (b) executive's  gross negligence or willful  misconduct in the performance
     of his or her duties that  materially  and adversely  affects the financial
     condition  of the Company or could  reasonably  have a material and adverse
     effect on the Company or its business

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o    Executive  shall be deemed to have  resigned for "good reason" if he or she
     resigns from  employment  with the Company within 90 days following  either
     (a) the  assignment of executive to any duties  substantially  inconsistent
     with his or her position, duties, responsibility or status with the Company
     immediately  prior to such  assignment,  or a substantial  reduction of the
     duties  or   responsibilities  of  executive  from  executive's  duties  or
     responsibilities  immediately  prior to such reduction or (b) any reduction
     by the  Company  in the  amount of  executive's  annual  base  salary  from
     time-to-time,  except  for  across-the-board  salary  reductions  similarly
     affecting all executives of the Company.