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Date, or any other action by the Company or the Company (or any of their successors) whichresults in a diminution in such position, authority, duties or responsibilities, and thecontinuance of such assignment of duties or other such action for a period of sixty (60) days; (ii)the requirement of the Executive to be based at any office or location other than the location towhich Executive was assigned prior to the Effective Date, except for short-term assignments (underthree (3) months) where the Company pays all travel or temporary relocation costs incurred by theExecutive; (iii) any failure by the Company to comply with and satisfy Section 9(c) of thisAgreement, or any failure by any successor to assume and offer to perform this Agreement inaccordance with Section 9(c), provided that such successor has received at least ten days priorwritten notice from the Company or the Executive of the requirements 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 Company for Cause, the date of receipt of the Notice of Termination or any later date specifiedtherein, as the case may be; (ii) if the Executive’s employment is terminated by the Executive forGood Reason, the end of the thirty-day cure period described in subsection (d) above or any laterdate specified therein (which later date must in all cases be within two years of the initialexistence of the condition constituting Good Reason); (iii) if the Executive’s employment isterminated by the Company other than for Cause or Disability, the Termination Date shall be thedate on which the Company notifies the Executive of such termination; and (iv) if the Executive’semployment is terminated by reason of death or Disability, the Termination Date shall be the dateof 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) “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.     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 theCompany and, to the extent necessary to discharge the responsibilities assigned to the Executivehereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficientlysuch responsibilities.          (b) Compensation. During the Change Period, the Executive shall:          (i) receive an annual base salary (“Annual Base Salary”) at least equal totwelve times the highest monthly base salary paid or payable to the Executive by the Companyin the twelve-month period immediately preceding the month in which the Effective Dateoccurs;          (ii) be eligible to participate in any bonus program in force on the Effective Date, orotherwise adopted by the Company;          (iii) be entitled to participate in all savings and retirement plans, practices,policies and programs applicable generally to other peer executives of the 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 Company (including, without limitation, medical,prescription, dental, disability, salary continuance, employee life, group life, accidentaldeath and travel accident insurance plans and programs).
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     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 Company providesExecutive of notice of its determination of Disability.          (b) Cause. The Company may terminate the Executive’s employment during the ChangePeriod 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 Company for Cause, or by theExecutive 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 Company within ninety (90) days of theexistence of the condition that constitutes Good Reason and must provide the Company a period ofthirty (30) days to remedy the condition that constitutes Good Reason. If the Company remedies thecondition that constitutes Good Reason within such thirty (30) day period, then the Executive maywithdraw the Notice of Termination; *provided* that if the Executive does not withdraw theNotice of Termination, then the Executive will be considered to have terminated his employmentwithout Good Reason.     4. Obligations of the Company upon Termination.          (a) Good Reason: Other than for Cause, Death or Disability. If during the ChangePeriod, either the Company terminates the Executive’s employment other than for Cause, Death orDisability, or the Executive terminates employment for Good Reason, the Company shall:          (i) pay to the Executive in a lump sum in cash the aggregate of the following amounts:          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 Executive’s target level asof the Termination Date; and          C. the amount equal to the Executive’s Annual Base Salary as of the TerminationDate;          (ii) grant and immediately vest in favor of the Executive thirty thousand (30,000)options to purchase Voting Securities of the Company, with an Exercise Price no higher thanthe closing market price of such Voting Securities on the Termination Date (“TerminationOptions”), which must be exercised within twelve (12) months after the Termination Date,subject to the remaining terms and conditions of the Company’s Option Grant Policy. If theTermination Options have already been granted to the Executive before the Termination Date,then this Section 4(a)(ii) shall be deemed to have been complied with, and shall be of nofurther force or effect;          (iii) provide the Executive with reasonable executive outplacement services for aperiod of up to twelve (12) months after the Termination Date through a recognizedoutplacement provider that is agreed to by the Company and the Executive;
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          (iv) 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 Company as if the Executive’s employment had notbeen terminated for a period of twelve (12) months; *provided*, however, that if theExecutive becomes re-employed with another employer and is eligible to receive medical orother welfare benefits under another employer provided plan, the medical and other welfarebenefits described herein shall be secondary to those provided under such other plan duringsuch applicable period of eligibility (such continuation of such benefits for the applicableperiod herein set forth shall be hereinafter referred to as “Welfare BenefitContinuation”). Any benefits received by the Executive pursuant to this Section shallnot reduce the period of time the Executive is entitled to receive COBRA continuation healthcoverage as a result of the Executive’s termination of employment;          (v) immediately upon termination vest any options, restricted stock, or performancestock granted to Executive, and the Executive will have six (6) months after the TerminationDate to exercise any such options;          (vi) 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“Severance”) promptly after the Termination Date, but no more than thirty (30) daysthereafter; provided that if the Executive is a Specified Employee on the Termination Date, then tothe extent the Severance exceeds an amount equal to the lesser of (x) two times the Executive’sAnnual Base Salary for the prior calendar year and (y) two times the dollar limitation in effectunder Code Section 401(a)(17) for the year in which the Termination Date occurs, such excess shallbe paid 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 Company the premiums for the coverage in excessof such limit and, on the Delayed Payment Date, the Company shall reimburse such amount to theExecutive.          (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 Companyshall have no further obligations to the Executive’s legal representatives or the Executive, as thecase 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 Company shall have no further obligations to the Executive, *except* the Companyshall be obligated to pay the Executive’s Annual Base Salary through the Termination Date plus theamount of any compensation previously deferred by the Executive, in each case to the extent notalready 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 “parachute payments” within the meaning of Section 280G of the Codeshall collectively be subject to an overall maximum limit (the “Code Section 280G Limit”).In such case, the aggregate amount of any payments under this Agreement shall not exceed the CodeSection 280G Limit. The Code Section 280G Limit shall be One Dollar ($1.00) less than theaggregate amount that would otherwise cause any such payments to be considered a “parachutepayment” within the meaning of Section 280G of the Code, as determined by the Company.Accordingly, to the extent that the payments would be considered a “parachute payment” with respectto the Executive, then the portions of such payments shall be reduced or eliminated in thefollowing order until the remaining payments with respect to the Executive can be fully paid withinthe Code Section 280G Limit.
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          (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 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 Company all secret or confidential information, knowledge or data relating to theCompany and its respective businesses, which has been obtained by the Executive during theExecutive’s employment by the Company which shall not be or become public knowledge (other than byacts by the Executive or representatives of the Executive in violation of this Agreement). Aftertermination of the Executive’s employment with the Company, the Executive shall not, without theprior written consent of the Company or as may otherwise be required by law or legal process,communicate or divulge any such information, knowledge or data to anyone other than the Company andthose designated by it. In no event shall an asserted violation of the provisions of this Sectionconstitute a basis for deferring or withholding any amounts otherwise payable to the Executiveunder this Agreement.     7. Non-Solicitation Covenant. In consideration for entry into this Agreement,Executive reaffirms his/her agreement with the Company not to compete with, or solicit customers oremployees of the Company as set forth in the Intellectual Property Assignment, Non-Solicitation,and Confidentiality Agreement.     8. Successors and Assigns.          (a) This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.          (c) The 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 of theCompany to assume expressly and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such succession had taken place. Asused in this Agreement, “Company” shall mean the Company as hereinbefore defined and anysuccessor to its business and/or assets as aforesaid which assumes and agrees to perform thisAgreement 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.          (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:
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If to the Executive: