Exhibit 10.15

GENTEK INC.

EXECUTIVE SEVERANCE PLAN





PRELIMINARY STATEMENTS


          A.
GenTek Inc. (the “Company”) is a
Delaware corporation.


          B.
The purpose of the Company’s Executive Severance Plan is to provide key
employees of the Company and its subsidiaries with severance protection.


ARTICLE I.


DEFINITIONS AND INTERPRETATIONS


Section 1.01 Definitions.
Capitalized terms used in this Plan shall have the following respective
meanings, except as otherwise provided or as the context shall otherwise
require:


“Annual Salary” shall mean the base salary paid to a
Participant on an annual basis exclusive of any bonus payments, commission
payments or additional payments under any Benefit Plan.


“Beneficial Owner” shall have the meaning set forth in
Rule 13d-3 under the Securities Exchange Act of 1934.


“Benefit
Continuation” shall have the meaning set forth in
Article III.


“Benefit Plan” shall mean any “employee benefit plan”
(including any employee benefit plan within the meaning of Section 3(3) of
ERISA), program, arrangement or practice maintained, sponsored or provided by
the Company or any of its subsidiaries, including those relating to
compensation, bonuses, profit-sharing, stock option, or other stock related
rights or other forms of incentive or deferred compensation, vacation benefits,
insurance coverage (including any self-insured arrangements) health or medical
benefits, disability benefits, workers’ compensation, supplemental unemployment
benefits, severance benefits and post-employment or retirement benefits
(including compensation, pension, health, medical or life insurance or other
benefits).


“Board” shall mean the Board of Directors of the Company.


“Cause” shall mean (a) the continued failure by the
Participant substantially to perform his or her duties and obligations to the
Company or any of its subsidiaries (other than any such failure resulting from
his or her incapacity due to physical or mental illness), including, without
limitation, repeated refusal to follow the reasonable directions of his or her
employer, knowing violation of the law in the course of performance of the
duties of Participant’s employment with the Company or any of its subsidiaries,
repeated absences from work without a reasonable excuse, or intoxication with
alcohol or illegal drugs while on the Company’s or any of its subsidiaries’
premises during regular business hours; (b) fraud or material dishonesty
against the Company or any of its subsidiaries; (c) a conviction or plea of
guilty or nolo contendere to the 






commission of
a felony or a crime involving material dishonesty or moral turpitude; or
(d) willful malfeasance or misconduct in connection with a Participant’s
duties to the Company or any of its subsidiaries or any act or omission that is
results in demonstrable injury to the financial condition or business
reputation of the Company or any of its subsidiaries. Determination of Cause
shall be made by the Compensation Committee in its sole discretion. 


“Change of Control” shall mean the first to occur of the
following:


                    (i)
any Person, (A) who is not a Beneficial Owner, directly or indirectly, of
voting securities of the Company as of the Effective Date, and becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company’s then
outstanding securities or (B) who is a Beneficial Owner, directly or
indirectly, of voting securities of the Company as of the Effective Date, is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing more than 50% of the combined voting power of the
Company’s then outstanding securities, excluding in both (A) and (B) any Person
who becomes such a Beneficial Owner in connection with a transaction described
in subclause (x) of clause (iii) below; or


                    (ii)
the following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the Effective Date,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the
Board or nomination for election by the Company’s stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors as of the Effective Date or whose appointment,
election or nomination for election was previously so approved or recommended;
or


                    (iii)
there is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other than (x) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation (1)
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any subsidiary of
the Company, at least 50% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation and (2) continuing to be held by
Persons who were holders thereof immediately prior to such merger or consolidation,
or (y) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person (A) who is not a
Beneficial Owner, directly or indirectly, of voting securities of the Company
as of the Effective Date, is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 35% or more of the
combined voting power of the Company’s then outstanding securities or (B) who
is a Beneficial Owner, directly or indirectly, of voting securities of the
Company as of the Effective Date, is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities; or






                    (iv)
the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all or substantially all of
the Company’s assets to an entity, at least 65% of the combined voting power of
the voting securities of which is owned by substantially all of the
stockholders of the Company immediately prior to such sale in substantially the
same proportions as their ownership of the Company immediately prior to such
sale.


“Change
of Control Benefit Continuation” shall have the
meaning set forth in Article III.


“Change
of Control Period” shall have the meaning set
forth in Article III. 


“Change
of Control Severance Payment” shall have the meaning set
forth in Article III.


“Change
of Control Severance Period” shall have the meaning set
forth in Article III. 


“Code” shall mean the Internal Revenue Code of 1986, as
amended. Reference in this Plan to any section of the Code shall be deemed to
include any amendments or successor provisions to such section and any
regulations under such section.


“Compensation Committee” shall mean the Compensation Committee
of the Board.


“Disability” shall mean, when used with reference to any
Participant, long term disability under the applicable long term disability
plan maintained by the Company or one of its subsidiaries under which the
Participant is covered.


“Effective Date” shall mean November 11, 2008.


“ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regulations promulgated
thereunder.


“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended.


“Existing Key Employee Retention Plan” shall mean the
GenTek Inc. Key Employee Retention Plan previously established by the Company.


“Named
Executive Participant” shall mean an employee of
the Company or any of its subsidiaries who is designated as a Named Executive
Participant in Schedule A.


“Parachute
Value” of a Payment shall mean the present value
as of the date of the change of control for purposes of Section 280G of the
Code of the portion of such Payment that constitutes a “parachute payment” under
Section 280G(b)(2) of the Code, as determined by the accounting firm referred
to in Section 3.04 for purposes of determining whether and to what extent the
Excise Tax will apply to such Payment.


“Participants” shall mean those employees of the Company
or any of its subsidiaries who are from time to time designated as Participants
in accordance with Section 2.01(b).






“Payment”
shall mean any payment or distribution in the nature of compensation (within
the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the
Named Executive Participant, whether paid or payable pursuant to this Plan or
otherwise.


“Person” shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
substantially all of the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


“Plan” shall mean this GenTek Inc. Executive Severance
Plan, as amended, supplemented or modified from time to time in accordance with
its terms.


“Safe
Harbor Amount” shall mean 2.99 times the
Participant’s “base amount,” within the meaning of Section 280G(b)(3) of the
Code.


“Severance Payment” shall have the meaning set forth in
Article III.


“Severance Period” shall have the meaning set forth in
Article III.


“Successor” shall mean a successor to all or
substantially all of the business, operations or assets of the Company or such
other portion of the Company’s business as shall be determined by the
Committee.


“Termination Date” shall mean, with respect to any
Participant, the actual date of the Participant’s Termination of Employment.


“Termination of Employment” shall mean the time when the
employee-employer relationship between the Participant and the Company or any
subsidiary of the Company is terminated for any reason, with or without Cause,
including, but not by way of limitation, a termination by resignation,
discharge, death, Disability or retirement; but excluding: (a) terminations
where there is a simultaneous reemployment or continuing employment of the
Participant by the Company or any subsidiary of the Company, and (b)
terminations where the Successor offers to the Participant a substantially
equivalent position with respect to the portion of the business of the Company
that is transferred to the Successor, the same or greater base salary, a
substantially equivalent target bonus opportunity from the Successor and
continuing severance protection that is similar to the severance protection
provided herein, without regard to Section 5.03.


“Termination Notice” shall mean written notice from the
Company to any Participant purporting to terminate such Participant’s
employment for Cause or Disability in accordance with Section 2.02.


Section 1.02 Interpretation.
In this Plan, unless a clear contrary intention appears, (a) the words
“herein,” “hereof” and “hereunder” refer to this Plan as a whole and not to any
particular Article, Section or other subdivision, (b) reference to any Article
or Section, means such Article or Section hereof and (c) the words “including”
(and with correlative meaning “include”) means 






including,
without limiting the generality of any description preceding such term. The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.


ARTICLE II.


ELIGIBILITY AND BENEFITS


Section 2.01 Eligible
Employees.


          (a)
This Plan is only for the benefit of Participants, and no other employees,
personnel, consultants or independent contractors shall be eligible to
participate in this Plan or to receive any rights or benefits hereunder.


          (b)
The initial Participants are set forth on Exhibit A.
The Compensation Committee shall be authorized from time to time after the
Effective Date to designate as Participants one or more employees of the
Company (including new hires).


Section 2.02 Termination
Notices from Company. For purposes of this Plan, in order for the Company
to terminate any Participant’s employment for Cause, the Company must give a
Termination Notice to such Participant, which notice shall be dated the date it
is given to such Participant, shall specify the Termination Date and shall
state that the termination is for Cause and shall set forth in reasonable
detail the particulars thereof. For purposes of this Plan, in order for the
Company to terminate any Participant’s employment for Disability, the Company
must give a Termination Notice to such Participant, which notice shall be dated
the date it is given to such Participant, shall specify the Termination Date
and shall state that the termination is for Disability and shall set forth in
reasonable detail the particulars thereof. 


ARTICLE III.


SEVERANCE AND RELATED TERMINATION BENEFITS


Section 3.01 Termination
of Employment. In the event that a Participant incurs a Termination of
Employment by the Company or any of its subsidiaries for any reason other than
for Cause or Disability, then such Participant shall be entitled to receive,
and the Company shall be obligated to pay to the Participant, within sixty (60)
days after such Participant’s Termination Date, a lump sum cash payment equal
to (a) the Participant’s Annual Salary, as determined on the Termination Date
without regard to any reduction in such Annual Salary within the six (6) month
period prior to and ending on such Termination Date, that would have been paid
to Participant had Participant remained employed by the Company or any of its
subsidiaries for the number of weeks (the “Severance Period”)
set forth under the heading “Severance Period” on Schedule A for such
Participant (the “Severance Payment”)
PLUS (b) all unused vacation time accrued and available for use by such
Participant as of the Termination Date under the Company’s vacation policy. In
addition, for a period of weeks equal to the Participant’s applicable Severance
Period, such 






Participant,
including Participant’s participating spouse and dependents, shall continue to
be covered by all group life, group medical and group dental insurance plans
(excluding disability) of the Company under which he or she was covered on the
Termination Date or if such plan(s) or program(s) have been amended or
terminated, in the group plan(s) or program(s) in which executives of the
Company participate (the “Benefit Continuation”).
The Company shall reduce the Severance Payment by the after-tax amount
necessary to pay the premium payments for the Benefit Continuation, as
reasonably determined by the Company, which reduction shall include amounts
necessary to pay for reasonably anticipated increases in such rates over the
Benefit Continuation period. Any amount that is not used to pay premiums for
such coverage as a result of Section 3.05(a) or as a result of an incorrect
estimate of anticipated rate increases, as reasonably determined by the
Company, shall be promptly refunded to the Participant. In the event premium
rates are in excess of the amount withheld, the Company may seek additional
payments from the Participant and the Company may cease the Benefit
Continuation in the event such additional payments are not promptly paid by the
Participant to the Company. Any Severance Payment obligations arising under
this Section 3.01 shall be paid to the Participant within sixty (60) days of
the Termination Date. In no event shall the Participant, or Participant’s
spouse or dependents, be entitled to any Severance Payment or Benefit
Continuation under this Section 3.01 in the event the Participant resigns for
any reason or otherwise terminates employment due to death, Disability or for
Cause and in no event shall Participant, or Participant’s spouse or dependents,
be entitled to receive any Change of Control Severance Payment or Change of
Control Benefit Continuation if Participant becomes entitled to receive any
Severance Payment or Benefit Continuation.


Section 3.02 Termination
of Employment Following a Change of Control. In the event a Participant
incurs a Termination of Employment by the Company or any of its subsidiaries
for any reason other than for Cause or Disability during the period beginning
on the date sixty-days prior to such a Change of Control and ending on the date
twelve months following such a Change of Control (the “Change of Control
Period”), the Participant shall be entitled to receive a lump
sum cash payment equal to (a) the sum of (i) the Participant’s Annual Salary,
as determined on the Termination Date without regard to any reduction in such
Annual Salary within the six (6) month period prior to and ending on such
Termination Date, that would have been paid to Participant had Participant
remained employed by the Company or any of its subsidiaries for the number of
weeks (the “Change of Control Severance Period”) set
forth under the heading “Change of Control Severance Period” on Schedule A
for such Participant, and (ii) such Participant’s target annual cash bonus with
respect to the year in which the Termination Date occurs (collectively, the “Change of Control Severance
Payment”), PLUS (b) all
unused vacation time accrued and available for use by such Participant as of
the Termination Date under the Company’s vacation policy. In addition, in lieu
of the Benefit Continuation, for a period of weeks equal to the Participant’s
Change of Control Severance Period, such Participant, including Participant’s
participating spouse and dependents, shall continue to be covered by all group
life, group medical and group dental insurance plans (excluding disability) of
the Company under which he or she was covered on the Termination Date or if
such plan(s) or program(s) have been amended or terminated, in the group
plan(s) or program(s) in which executives of the Company participate (the “Change of Control Benefit
Continuation”). The Company
shall reduce the Change of Control Severance Payment by the after-tax amount
necessary to pay the premium payments for the Benefit Continuation, as
reasonably determined by the Company, which reduction shall include amounts
necessary to pay 






for reasonably
anticipated increases in such rates over the Change of Control Benefit
Continuation period. Any amount that is not used to pay premiums for such
coverage as a result of Section 3.05(a) or as a result of an incorrect estimate
of anticipated rate increases, as reasonably determined by the Company, shall
be promptly refunded to the Participant. In the event premium rates are in
excess of the amount withheld, the Company may seek additional payments from
the Participant and the Company may cease the Change of Control Benefit
Continuation in the event such additional payments are not promptly paid by the
Participant to the Company. Any Change of Control Severance Payment obligations
arising under this Section 3.02 shall be paid to the Participant within sixty
(60) days of the Termination Date but no later than March 15th of
the calendar year following the calendar year in which the Participant’s
Termination Date occurs. In no event shall the Participant, or Participant’s
spouse or dependents, be entitled to any Change of Control Severance Payment or
Change of Control Benefit Continuation under this Section 3.02 in the event the
Participant resigns for any reason or otherwise terminates employment due to
death, Disability or for Cause and in no event shall Participant, or Participant’s
spouse or dependents, be entitled to receive any Severance Payment or Benefit
Continuation if Participant becomes entitled to receive any Change of Control
Severance Payment or Change of Control Benefit Continuation.


Section 3.03 Condition
to Receipt of Severance Benefits. As a condition to receipt of any payment
or benefits under this Article III, such Participant must, within forty-five
(45) days following the Termination Date, enter into a Non-Solicitation,
Non-Compete, Non-Disclosure, Claw-Back and Non-Disparagement Agreement with the
Company and its subsidiaries and affiliates and an additional release of claims
agreement substantially similar to the form attached hereto pursuant to which
agreement Participant releases the Company and its successors, assigns,
divisions, affiliates, subsidiaries, representatives, agents, officers,
directors, stockholders, and employees from any claims, demands and/or causes
of action relating to or arising out of his or her employment with the Company
or any of its subsidiaries or the termination of his or her employment with the
Company or any of its subsidiaries, including, but not limited to any statutory
claims under the Age Discrimination in Employment Act of 1967, the Americans
with Disabilities Act of 1990 and/or the Civil Rights Acts of 1964 and 1991.


Section 3.04 Gross-Up
Payment.


          (a)
In the event it shall be determined that any payment or distribution to or for
the benefit of any Named Executive Participant, as set forth on Schedule A,
under this Plan or under any other Company plan, contract or agreement (the “Triggering Payment”) would be
subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties with respect
to such excise tax, other than any interest, penalty or additional tax that may
arise as a result of Section 409A of the Code, (collectively, such excise tax,
together with any such interest or penalties, the “Excise Tax”),
then such Named Executive Participant shall be entitled to receive from the
Company an additional payment (the “Gross-up Payment”) in
an amount such that after payment by such Named Executive Participant of all
taxes (including any interest or penalties imposed with respect to such taxes
but excluding any taxes, penalties or interest that arise as a result of
Section 409A of the Code) including any Excise Tax imposed on the Gross-Up
Payment, such Named Executive Participant retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Triggering Payment.
Notwithstanding the foregoing sentence of this Section 3.04(a), if it shall be
determined that the Named Executive Participant is 






entitled to
the Gross-up Payment, but that the Parachute Value of all Payments paid to the
Named Executive Participant does not exceed 110% of the Safe Harbor Amount,
then no Gross-Up Payment shall be made to the Named Executive Participant and
the amounts payable to the Named Executive Participant under this Plan shall be
reduced until the Parachute Value of all Payments paid to the Named Executive
Participant, in the aggregate, equals the Safe Harbor Amount or if such
reduction would not be sufficient to reduce the Parachute Payments to the Safe
Harbor Amount, then the cash amounts payable to the Named Executive Participant
under this Plan shall be reduced to zero. All determinations required to be
made under this Section 3.04 with respect to a particular Named Executive
Participant shall be made in writing within ten (10) business days of the
Triggering Payment (or at such earlier time as is requested by the Company) by
the independent accounting firm then retained by the Company in the ordinary
course of business (which firm shall provide detailed supporting calculations
to the Company and such Named Executive Participant) and such determinations shall
be final and binding on the Company (including the Compensation Committee) and
all Named Executive Participants. Any fees incurred as a result of work
performed by any independent accounting firm pursuant to this Section 3.04
shall be paid by the Company. The Company’s obligation to make the Gross-Up
Payments under this Section 3.04 shall not be conditioned upon the Executive’s
“separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of
the Code). Notwithstanding the foregoing, no Participant will be entitled to a
Gross-up Payment with respect to any cash severance payment paid to any Named
Executive Participant under any other Company plan, contract or agreement that
becomes payable as a result of such Named Executive Participant’s resignation
for any or no reason.


          (b)
In the event that the Excise Tax is subsequently determined by the independent
accounting firm or pursuant to any proceeding or negotiations with the Internal
Revenue Service to be less than the amount taken into account hereunder in
calculating the Gross-Up Payment made, the Named Executive Participant shall
repay to the Company, at the time that the amount of such reduction in the
Excise Tax is finally determined, the portion of such prior Gross-Up Payment that
would not have been paid if such Excise Tax had been applied in initially
calculating such Gross-Up Payment, plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code.
Notwithstanding the foregoing, in the event any portion of the Gross-Up Payment
to be refunded to the Company has been paid to any Federal, state or local tax
authority, repayment thereof shall not be required until actual refund or
credit of such portion has been made to the Named Executive Participant, and
interest payable to the Company shall not exceed interest received or credited
to the Named Executive Participant by such tax authority for the period it held
such portion. The Named Executive Participant and the Company shall mutually
agree upon the course of action to be pursued (and the method of allocating the
expenses thereof) if the Named Executive Participant’s good faith claim for
refund or credit is denied. In the event that the Excise Tax is later
determined by the independent accounting firm or pursuant to any proceeding or
negotiations with the Internal Revenue Service to exceed the amount taken into
account hereunder at the time the Gross-Up Payment is made (including, but not
limited to, by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company shall make an
additional Gross-Up Payment in respect of such excess (plus any interest or
penalty payable with respect to such excess, but excluding any tax, interest or
penalty that relates to Section 409A of the Code) at the time that the amount
of such excess if finally determined. The Gross-Up Payment (or portion thereof)
provided for in this Section 3.04 shall be paid to the Named Executive 






Participant
(or to the applicable taxing authority) not later than sixty (60) days
following the payment of the Triggering Payments; provided, however, that if
the amount of such Gross-Up Payment (or portion thereof) cannot be finally
determined on or before the date on which payment is due, the Company shall pay
to the Named Executive Participant by such date an amount estimated in good
faith by the independent accounting firm to be the minimum amount of such
Gross-Up Payment and shall pay the remainder of such Gross-Up Payment (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as
soon as the amount thereof can be determined, but in no event later than ninety
(90) calendar days after payment of the related Triggering Payment; provided,
further, in no event shall any such Gross-Up Payment or any payment of any
income or other taxes to be paid by the Company under this Section 3.04 be made
later than the end of the Named Executive Participant’s taxable year next
following the Named Executive Participant’s taxable year in which the Named
Executive Participant remits the related taxes to the applicable taxing
authority. In the event that the amount of the estimated Gross-Up Payment
exceeds the amount subsequently determined to have been due, such excess shall
be refunded to the Company by the Named Executive Participant on the fifth
business day after written demand by the Company for payment (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code).


          (c)
Notwithstanding anything to the contrary in this Section 3.04, no payments
under this Section 3.04, shall be paid to the Participant prior to or during
the 6-month period following the Participant’s “separation from service”
(within the meaning of Section 409A(a)(2)(A)(i) of the Code) if the Company
determines that paying such amounts at the time or times indicated in this
Section 3.04 would be a prohibited distribution under Section 409A(a)(2)(B)(i)
of the Code. If the payment of any such amounts is delayed as a result of the
previous sentence, then on the first business day following the end of such
6-month period (or such earlier date upon which such amount can be paid under
Section 409A of the Code without resulting in a prohibited distribution,
including as a result of the Participant’s death), the Company shall pay the
Participant a lump-sum amount equal to the cumulative amount that would have
otherwise been payable to the Participant during such period.


Section 3.05 Limitation
of Benefits.


          (a)
Anything in this Plan to the contrary notwithstanding, the Company’s obligation
to provide Benefit Continuation or Change of Control Benefit Continuation for
any Participant, including Participant’s spouse and
dependents, shall,
to the extent permitted by applicable law, cease if and when such Participant
becomes employed by a third party that provides such Participant with health
and welfare benefits.


          (b)
Anything in this Plan to the contrary notwithstanding but subject to Section
5.01, the amounts payable to a Participant under Article III of this Plan shall
be reduced by the aggregate amount of all similar severance payments and
benefits due to such Participant under any other employment agreement,
severance agreement or similar agreement between the Participant and the
Company.


Section 3.06 Plan
Unfunded; Participant’s Rights Unsecured. The Company shall not be required
to establish any special or separate fund or make any other segregation of
funds or assets to assure the payment of any benefit hereunder. The right of
any Participant to receive the 






benefits
provided for herein shall be an unsecured claim against the general assets of
the Company.


ARTICLE IV.


DISPUTE RESOLUTION


Section 4.01 Negotiation.
In case a claim, dispute or controversy shall arise between any Participant (or
any person claiming by, through or under any Participant) and the Company
(including the Compensation Committee) relating to or arising out of this Plan,
either disputant shall give written notice to the other disputant (“Dispute Notice”) that it wishes to
resolve such claim,
dispute or controversy by negotiations, in which event the disputants shall
attempt in good faith to negotiate a resolution of such claim, dispute or
controversy. If the claim, dispute or controversy is not so resolved within 30
days after the effective date of the Dispute Notice (as described in Section
5.08), subject to Section 4.03, either disputant may initiate arbitration of
the claim, dispute or controversy as provided in Section 4.02. All negotiations
pursuant to this Section 4.01 shall be held at the Company’s principal offices
in Parsippany, New Jersey (or such other place as the disputants shall mutually
agree) and shall be treated as compromise and settlement negotiations for the
purposes of the federal and state rules of evidence and procedure.


Section 4.02 Arbitration.
Subject to Section 4.03, any claim, dispute or controversy arising out of or
relating to this Plan which has not been resolved by negotiations in accordance
with Section 4.01 within 30 days of the effective date of the Dispute Notice
(as described in Section 5.08) shall, upon the written request of either
disputant, be finally settled by arbitration conducted expeditiously in
accordance with the commercial arbitration rules of the American Arbitration
Association regarding resolution of employment-related disputes. The arbitrator
may, without limitation, award injunctive relief, but shall not be empowered to
award damages in excess of compensatory damages and each disputant shall be deemed
to have irrevocably waived any damages in excess of compensatory damages, such
as punitive damages. The arbitrator’s decision shall be final and legally
binding on the disputants and their successors and assigns, and judgment by the
arbitrator may be entered in any court having jurisdiction. Each party shall
pay its own fees, disbursements, and costs relating to or arising out of any
arbitration. All arbitration conferences and hearings shall be held within a
thirty (30) mile radius of Parsippany, New Jersey.


Section 4.03 Exclusivity,
etc. The dispute resolution procedures set forth in Sections 4.01 and 4.02
shall not apply to any matter which, by the express provisions of this Plan, is
to be finally determined by the Compensation Committee or by an accounting
firm. No legal action may be brought with respect to this Plan except for the
purpose of specifically enforcing the provisions of this Article IV or for the
purpose of enforcing any arbitration award made pursuant to Section 4.02.






ARTICLE V.


MISCELLANEOUS PROVISIONS


Section 5.01 Cumulative
Benefits. Except as provided in Section 3.05 or as otherwise agreed to
between the Company and the Participant, the rights and benefits provided to
any Participant under this Plan are cumulative of, and are in addition to, all
of the other rights and benefits provided to such Participant under any Benefit
Plan or any agreement between such Participant and the Company or any of its
subsidiaries; provided, that, in no event shall a Participant be entitled to
participate in the Company’s Severance Pay Plan or any similar plan sponsored
by the Company or any of its subsidiaries.


Section 5.02 No
Mitigation. No Participant shall be required to mitigate the amount of any
payment provided for in this Plan by seeking or accepting other employment
following a termination of his or her employment with the Company or otherwise.
The amount of any payment provided for in this Plan shall not be reduced by any
compensation or benefit earned by a Participant as the result of employment by
another employer or by retirement benefits. 


Section 5.03 Amendment
or Termination. The Board may amend or terminate the Plan at any time;
provided however that no such termination or amendment may materially and
adversely affect any rights of any Participant who has incurred a Termination
of Employment prior to the date of such termination or amendment; provided,
further, the Plan cannot be terminated or materially amended during the Change
of Control Period. Notwithstanding the foregoing, the Plan shall terminate when
all of the obligations to Participants hereunder have been satisfied in full.


Section 5.04 Enforceability.
The failure of Participants or the Company or any of its subsidiaries to insist
upon strict adherence to any term of the Plan on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the right
thereafter to insist upon strict adherence to that term or any other term of
the Plan.


Section 5.05 Administration.


          (a)
The Compensation Committee shall have full and final authority to make
determinations with respect to the administration of this Plan, to construe and
interpret its provisions and to take all other actions deemed necessary or
advisable for the proper administration of this Plan, but such authority shall
be subject to the provisions of this Plan. No discretionary action by the
Compensation Committee shall amend or supersede the express provisions of this
Plan. 


          (b)
The members of the Compensation Committee shall receive no additional
compensation for their services relating to this Plan. Any expenses properly
incurred by the Compensation Committee incident to this Plan shall be paid by
the Company.


          (c)
The Company shall indemnify and hold harmless each member of the Compensation
Committee against and all expenses and liabilities arising out of his or her
administrative functions or fiduciary responsibilities, including any expenses
and liabilities that are caused by or result from an act or omission constituting
the negligence of such member in the 






performance of
such functions or responsibilities, but excluding expenses and liabilities that
are caused by or result from such member’s own gross negligence or willful
cause. Expenses against which such member shall be indemnified hereunder shall
include, without limitation, the amounts of any settlement or judgment, costs,
counsel fees, and related charges reasonably incurred in connection with a
claim asserted or a proceeding brought or settlement thereof.


Section 5.06 Consolidations,
Mergers, Etc. In the event of a merger, consolidation or other transaction,
nothing herein shall relieve the Company from any of the obligations set forth
in the Plan; provided, however, that nothing in this Section 5.06 shall prevent
an acquirer of or Successor to the Company from assuming the obligations, or
any portion thereof, of the Company herender pursuant to the terms of the Plan
provided that such acquirer or Successor provides adequate assurances of its
ability to meet this obligation. In the event that an acquirer of or Successor
to the Company agrees to perform the Company’s obligations, or any portion
thereof, hereunder, the Company shall require any person, firm or entity which
becomes its Successor to expressly assume and agree to perform such obligations
in writing, in the same manner and to the same extent that the Company would be
required to perform hereunder if no such succession had taken place.


Section 5.07 Successors
and Assigns. This Plan shall be binding upon and inure to the benefit of
the Company and its Successors and assigns. This Plan and all rights of each
Participant shall inure to the benefit of and be enforceable by such
Participant and his or her personal or legal representatives, executors,
administrators, heirs and permitted assigns. If any Participant should die
while any amounts are due and payable to such Participant hereunder, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Plan to such Participant’s devisees, legatees or other designees
or, if there be no such devisees, legatees or other designees, to such
Participant’s estate. No payments, benefits or rights arising under this Plan
may be assigned or pledged by any Participant, except under the laws of descent
and distribution.


Section 5.08 Notices.
All notices and other communications provided for in this Plan shall be in
writing and shall be sent, delivered or mailed, addressed as follows: (a) if to
the Company, at the Company’s principal office address or such other address as
the Company may have designated by written notice to all Participants for
purposes hereof, directed to the attention of the Chief Executive Officer, and
(b) if to any Participant, at his or her residence address on the records of
the Company or to such other address as he or she may have designated to the
Company in writing for purposes hereof. Each such notice or other communication
shall be deemed to have been duly given or mailed by United States certified or
registered mail, return receipt requested, postage prepaid, except that any
change of notice address shall be effective only upon receipt.


Section 5.09 Tax
Withholdings. The Company shall have the right to deduct from any payment
or benefit hereunder all taxes (federal, state or other) which it is required
to be withhold therefrom.


Section 5.10 No
Employment Rights Conferred. This Plan shall not be deemed to create a contract of employment
between any Participant and the Company and/or any of its subsidiaries. Nothing
contained in this Plan shall (i) confer upon any Participant any right with
respect to 






continuation of employment with the Company
or any of its subsidiaries or (ii) subject to the rights and benefits of any
Participant hereunder, interfere in any way with the right of the Company or
any of its subsidiaries to terminate such Participant’s employment at any time.


Section 5.11 Prior
Agreements. This Plan supersedes the Company’s Existing Key Executive
Retention Plan that was terminated effective on the Effective Date.


Section 5.12 Severability.
If any provision of the Plan is, becomes or is deemed to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Plan shall not be affected thereby.


Section 5.13 Governing Law.
This Plan shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to its conflict of laws rules, and
applicable federal law.