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relocation costs incurred by the Executive; (iii) any failure by the Acquired Company to complywith and satisfy Section 9(c) of this Agreement, or any failure by any successor to assume andoffer to perform this Agreement in accordance with Section 9(c), provided that such successor hasreceived at least ten days prior written notice from the Acquired Company or the Executive of therequirements of Section 9(c).          (g) “Notice of Termination” shall mean a written notice which (i) indicates thespecific termination provision in this Agreement relied upon by the terminating party, and (ii) tothe extent practicable, sets forth in reasonable detail the facts and circumstances relied upon toform such party’s basis for termination of employment under the operative provisions.          (h) “Termination Date” shall mean (i) if the Executive’s employment is terminated bythe Acquired Company for Cause, the date of receipt of the Notice of Termination or any later datespecified therein, as the case may be; (ii) if the Executive’s employment is terminated by theExecutive for Good Reason, the end of the thirty-day cure period described in subsection (d) aboveor any later date specified therein (which later date must in all cases be within two years of theinitial existence of the condition constituting Good Reason); (iii) if the Executive’s employmentis terminated by the Acquired Company other than for Cause or Disability, the Termination Dateshall be the date on which the Acquired Company notifies the Executive of such termination; and(iv) if the Executive’s employment is terminated by reason of death or Disability, the TerminationDate shall be the date of death of the Executive or the date of Disability, as the case may be.          (i) “Specified Employee” shall have the meaning given in Code Section 409A asdetermined in accordance with the methodology established by the Company as in effect on the dateof Executive’s Separation from Service.          (j) “Separation from Service” shall having the meaning given in Code Section 409A,applying the default rules thereof.          (k) “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference toa specific provision of the Code shall include any successor provision and/or regulationspromulgated under that provision of the Code.          (l) “Participation Incentive” shall mean a cash payment equal to twenty-five percent(25%) of the Closing Pool.          (m) “Closing Pool” shall mean an amount of money set aside from the cash or otherproceeds payable to the Company at the consummation of a Change of Control (the “PurchasePrice”), determined as follows:          (i) .75% of any Purchase Price under Eighty Million Dollars ($80,000,000); plus          (ii) .9% of any Purchase Price between Eighty Million Dollars ($80,000,000) and OneHundred Million Dollars ($100,000,000); plus          (iii) 1.2% of any Purchase Price between One Hundred Million Dollars ($100,000,000) andOne Hundred Twenty Million Dollars ($120,000,000); plus          (iv) a discretionary amount to be determined by the CEO of the Company, of any PurchasePrice over One Hundred Twenty Million Dollars ($120,000,000).     2. Terms of Employment.          (a) Position and Duties. During the Change Period, Executive agrees to devotereasonable attention and time during normal business hours to the business and affairs of theAcquired Company and, to the extent necessary to discharge the responsibilities assigned to theExecutive hereunder, to use the Executive’s reasonable best efforts to perform faithfully andefficiently such responsibilities.          (b) Compensation. During the Change Period, the Executive shall:          (i) receive an annual base salary (“Annual Base Salary”) at least equal totwelvetimes the highest monthly base salary paid or payable to the Executive by the AcquiredCompany in
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the twelve-month period immediately preceding the month in which the Effective Date occurs;          (ii) be eligible to participate in any bonus program in force on the Effective Date, orotherwise adopted by the Acquired Company;          (iii) be entitled to participate in all savings and retirement plans, practices,policies and programs applicable generally to other peer executives of the Acquired Company;          (iv) be eligible (and the Executive’s family members shall be eligible) forparticipation in and to receive all benefits under welfare benefit plans, practices,policies and programs provided by the Acquired Company (including, without limitation,medical, prescription, dental, disability, salary continuance, employee life, group life,accidental death and travel accident insurance plans and programs).          (c) Payment of Participation Incentive. If Executive remains employed by TTGSI at theconsummation of a Change of Control of TTGSI, then the Executive shall be entitled to receive theParticipation Incentive.          (d) Rights of the Company. The Executive hereby acknowledges and agrees to thefollowing as it relates to the rights of the Company with respect to this Agreement:     (i) that the Company may accept or reject any proposal for, or terminate anydiscussions or negotiations regarding, a Change of Control in its sole discretion,and that the Executive shall have no right under this Agreement or otherwise tochallenge or contest any such decision by the Company; and     (ii) that the Company may alter or amend this Agreement at any time for anyreason or for no reason.     3. Termination of Employment.          (a) Death or Disability. The Executive’s employment shall terminate automaticallyupon the Executive’s death or Disability that continues for 30 days after the Acquired Companyprovides Executive of notice of its determination of Disability.          (b) Cause. The Acquired Company may terminate the Executive’s employment during theChange Period for Cause.          (c) The Executive’s employment may be terminated during the Change Period by the Executive forGood Reason.          (d) In the case of any termination of employment under this Agreement, the provisions ofSection 4 of this Agreement shall apply.          (e) Notice of Termination. Any termination by the Acquired Company for Cause, or bythe Executive for Good Reason, shall be communicated by written Notice of Termination to the otherparty in accordance with this Agreement. In addition, if the Executive is resigning for GoodReason, the Notice of Termination must be provided to the Acquired Company within ninety (90) daysof the existence of the condition that constitutes Good Reason and must provide the AcquiredCompany a period of thirty (30) days to remedy the condition that constitutes Good Reason. If theAcquired Company remedies the condition that constitutes Good Reason within such thirty (30) dayperiod, then the Executive may withdraw the Notice of Termination; *provided* that if theExecutive does not withdraw the Notice of Termination, then the Executive will be considered tohave terminated his employment without Good Reason.     4. Obligations of the Acquired Company upon Termination.          (a) Good Reason: Other than for Cause, Death or Disability. If during the ChangePeriod, either the Acquired Company terminates the Executive’s employment other than for Cause,Death or Disability, or the Executive terminates employment for Good Reason, the Acquired Companyshall:          (i) pay to the Executive in a lump sum in cash the aggregate of the following amounts:
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          A. the sum of: (1) the Executive’s Annual Base Salary through the TerminationDate to the extent not theretofore paid; plus (2) any accrued vacation pay to theextent not already paid; and          B. the Executive’s Annual Bonus as if earned at the target level; and          C. the amount equal to the Executive’s Annual Base Salary;          (ii) provide the Executive with reasonable executive outplacement services for a periodof up to twelve (12) months after the Termination Date through a recognized outplacementprovider that is agreed to by the Acquired Company and the Executive;          (iii) continue welfare benefits to the Executive and/or the Executive’s family at leastequal to those which would have been provided to them in accordance with the welfare plans,programs, practices and policies of the Acquired Company as if the Executive’s employmenthad not been terminated for a period of twelve (12) months; *provided*, however, thatif the Executive becomes re-employed with another employer and is eligible to receivemedical or other welfare benefits under another employer provided plan, the medical andother welfare benefits described herein shall be secondary to those provided under suchother plan during such applicable period of eligibility (such continuation of such benefitsfor the applicable period herein set forth shall be hereinafter referred to as “WelfareBenefit Continuation”). Any benefits received by the Executive pursuant to this Sectionshall not reduce the period of time the Executive is entitled to receive COBRA continuationhealth coverage as a result of the Executive’s termination of employment;          (iv) immediately upon termination vest any options, restricted stock, or performancestock granted to Executive, and the Executive will have six (6) months to exercise anysuch options;          (v) pay to the Executive the proceeds of the Executive Savings Plan, including allaccumulated interest and dividends, as required therein.The Company shall pay the amounts described in this Section (in the aggregate, the “SeverancePay”) promptly after the Termination Date, but no more than thirty (30) days thereafter;provided that if the Executive is a Specified Employee on the Termination Date, then to the extentthe Severance Pay exceeds an amount equal to the lesser of (x) two times the Executive’s AnnualBase Salary for the prior calendar year and (y) two times the dollar limitation in effect underCode Section 401(a)(17) for the year in which the Termination Date occurs, such excess shall bepaid with interest on such delayed payment at the applicable federal rate provided for in CodeSection 7872(f)(2)(A) on the first business day after the date that is six months after theTermination Date (the “Delayed Payment Date”). In addition, if the Executive is aSpecified Employee on the Termination Date and if the taxable value of continued life insurancecoverage exceeds the applicable dollar limit under Code Section 402(g)(1)(B) as in effect for theTermination Date, then the Executive shall pay the Acquired Company the premiums for the coveragein excess of such limit and, on the Delayed Payment Date, the Acquired Company shall reimburse suchamount to the Executive.          (b) Death, Retirement or Disability. If during the Change Period, the Executive’semployment is terminated by reason of the Executive’s death, retirement or Disability, the AcquiredCompany shall have no further obligations to the Executive’s legal representatives or theExecutive, as the case may be, under this Agreement.          (c) Cause, Other than for Good Reason. If during the Change Period, the Executive’semployment is terminated for Cause, or if the Executive terminates employment other than for GoodReason, the Acquired Company shall have no further obligations to the Executive, *except* theAcquired Company shall be obligated to pay the Executive’s Annual Base Salary through theTermination Date plus the amount of any compensation previously deferred by the Executive, in eachcase to the extent not already paid.     5. Limitation on Payment. If the Executive is a “disqualified individual” within themeaning of Code Section 280G, the parties expressly agree that the payments described in thisAgreement and all other payments to the Executive under any other agreements or arrangements withany persons that constitute
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“parachute payments” within the meaning of Section 280G of the Code shall collectively besubject to an overall maximum limit (the “Code Section 280G Limit”). In such case, theaggregate amount of any payments under this Agreement shall not exceed the Code Section 280G Limit.The Code Section 280G Limit shall be One Dollar ($1.00) less than the aggregate amount that wouldotherwise cause any such payments to be considered a “parachute payment” within the meaning ofSection 280G of the Code, as determined by the Acquired Company. Accordingly, to the extent thatthe payments would be considered a “parachute payment” with respect to the Executive, then theportions of such payments shall be reduced or eliminated in the following order until the remainingpayments with respect to the Executive can be fully paid within the Code Section 280G Limit.          (a) First, any cash payment to the Executive;          (b) Second, any “parachute payments” not described in this Agreement; and          (c) Third, any forgiveness of indebtedness of the Executive to the Acquired Company.The Executive expressly and irrevocably waives any and all rights to receive any “parachutepayments” that exceed the Code Section 280G Limit.     6. Confidential Information. The Executive shall hold in a fiduciary capacity for thebenefit of the Acquired Company all secret or confidential information, knowledge or data relatingto the Acquired Company and its respective businesses, which has been obtained by the Executiveduring the Executive’s employment by the Acquired Company which shall not be or become publicknowledge (other than by acts by the Executive or representatives of the Executive in violation ofthis Agreement). After termination of the Executive’s employment with the Company, the Executiveshall not, without the prior written consent of the Acquired Company or as may otherwise berequired by law or legal process, communicate or divulge any such information, knowledge or data toanyone other than the Acquired Company and those designated by it. In no event shall an assertedviolation of the provisions of this Section constitute a basis for deferring or withholding anyamounts otherwise payable to the Executive under this Agreement.     7. Non-Solicitation Covenant. In consideration for entry into this Agreement,Executive reaffirms his/her agreement with the Acquired Company not to compete with, or solicitcustomers or employees of the Acquired Company as set forth in the Intellectual PropertyAssignment, Non-Solicitation, and Confidentiality Agreement.     8. Successors and Assigns.          (a) This Agreement is personal to the Executive and without the prior written consent of theAcquired Company shall not be assignable by the Executive otherwise than by will or the laws ofdescent and distribution. This Agreement shall inure to the benefit of and be enforceable by theExecutive’s legal representatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Acquired Company andits successors and assigns.          (c) The Acquired Company shall require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the business and/or assets ofthe Acquired Company to assume expressly and agree to perform this Agreement in the same manner andto the same extent that the Acquired Company would be required to perform it if no such successionhad taken place. As used in this Agreement, “Acquired Company” shall mean the Acquired Company ashereinbefore defined and any successor to its business and/or assets as aforesaid which assumes andagrees to perform this Agreement by operation of law, or otherwise.     9. General Provisions.          (a) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Michigan, without reference to principles or conflict of laws. All litigation related to thisAgreement shall be brought in a court located in the State of Michigan, and each party, for thepurposes of such litigation, hereby submits to the exclusive jurisdiction and venue of that court.The captions of this Agreement are not part of the provisions hereof and shall have no force oreffect.
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          (b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive: