##### 



Exhibit 10.20
 EXECUTIVE EMPLOYMENT AGREEMENT
       Definitions.
 Term of Employment.
 Duties .




---



##### 



Work Location.
 Compensation.
 (a)
    
    The Corporation shall pay Executive a salary (the Base Salary), calculated
at the rate per annum set forth on Appendix A (which Base Salary may be increased by
the Corporation at any time and from time to time in its discretion). The Base Salary
shall be payable monthly, semi-monthly or weekly according to the Corporations
general practice for its executives, for the Term under this Agreement.(b)
    
    During the Term, Executive shall be allowed to participate in such bonus and
other incentive compensation programs in accordance with their terms as the
Corporation may have in effect from time to time for its executive personnel, and all
compensation and other entitlements earned pursuant to such programs shall be in
addition to, and shall not in any way reduce, the amount payable as Base Salary.(c)
    
    During the Term, Executive shall be entitled to:
 (i)
    
    participate in such retirement, investment, health (medical,
hospital and/or dental) insurance, life insurance, disability insurance and
accident insurance plans and programs as are maintained in effect from time to
time by the Corporation for its salaried employees;(ii)
    
    participate in other non-duplicative benefit programs which
the Corporation may from time to time offer generally to executive personnel
of the Corporation; and(iii)
    
    accrue vacation time, sick leave, or other forms of paid
time off in accordance with the Corporations policy for executive personnel.
 (d)
    
    During the Term, the Board from time to time in its discretion may grant to
Executive stock options, restricted stock and other rights related to shares of the
Corporations common stock, and may designate the terms on which such rights vest.
 Effect of Disability and Certain Hazards.




---



##### 



Termination of Employment.
 (a)
    
    Termination in the Event of Death. In the event of Executives death
prior to the expiration of the Term, such employment shall automatically terminate on
the date of Executives death.(b)
    
    Termination in the Event of Disability. The Corporation may
terminate this Agreement due to Executives Disability prior to the expiration of the
Term on not less than thirty (30) days prior written notice, unless prior to the
expiration of said 30 day period, Executive shall have returned to the effective
performance of Executives duties on a full-time basis. Any dispute as to the
existence of a Disability shall be settled by the opinion of an impartial physician
selected by the parties or their representatives or, in the event of failure to make a
joint selection after request therefore by either party to the other, a physician
selected by the Corporation, with the fees and expenses of any such physician to be
borne in equal shares by the Corporation and Executive.(c)
    
    Termination for Cause. The Corporation, by giving written notice of
termination to Executive, may terminate Executives employment at any time prior to
the expiration of the Term for Cause, with Cause to be determined by the Board after
reasonable written notice to Executive and an opportunity for Executive to be heard at
a meeting of the Board and with reasonable opportunity (of not less than 30 days) in
the case of willful neglect of material duties to cease such neglect. For purposes of
this Section 7(c), no act or failure to act on the Executives part shall be
considered willful unless done or omitted to be done by Executive not in good faith
and without reasonable belief that his action or omission was in the best interest of
the Corporation.(d)
    
    Termination Without Cause. The Corporation may terminate such
employment at any time prior to the expiration of the Term without Cause upon 60 days
prior written notice to Executive.(e)
    
    Date of Termination. Unless otherwise agreed by the Executive and
Corporation or otherwise provided in this Agreement, the effective date of termination
shall be determined as follows:
 (i)
    
    if this Agreement is terminated by death, the effective date
of shall be the date of Executives death,




---



##### 



(ii)
    
    if the Executives employment is terminated due to a
Disability, the effective date of termination shall be thirty (30) days after
the Notice of Termination is given (provided that the Executive shall not have
returned to the effective performance of his duties on a full-time basis
during such period),(iii)
    
    if the Executives employment is terminated for Cause, the
effective date of termination shall be the date specified in the Notice of
Termination, and(iv)
    
    if the Executives employment is terminated for any other
reason, the effective date of termination shall be sixty (60) days after the
Notice of Termination.
 Payments Upon Termination.
 (a)
    
    Except as otherwise provided in subsections (b) or (c) of this Section 8,
upon termination of Executives employment by the Corporation, all compensation due
Executive under this Agreement and under each plan or program of the Corporation in
which Executive may be participating at the time shall cease to accrue as of the date
of such termination (except, in the case of any such plan or program, if and to the
extent otherwise provided in the terms of such plan or program), and all such
compensation accrued as of the date of such termination but not previously paid shall
be paid to Executive at the time such payment otherwise would be due, and in any event
no later than the Last Payment Date. Unless otherwise expressly provided in the terms
of the bonus plan or program of the Corporation in which the Executive is a
participant at the time of his termination, if the termination of Executives
employment is for any reason other than a termination for Cause in accordance with
Section 7(c) above, then a pro rata portion of the target full years bonus shall be
deemed to have accrued for the Executive under such bonus plan or program for the
portion of the year ended on the date of the termination, which shall be paid to the
Executive within 10 days of the date of termination and no later than the Last Payment
Date.(b)
    
    If Executives employment pursuant to this Agreement is terminated by the
Corporation without Cause pursuant to Section 7(d) above, or if the Corporation elects
at any time not to renew or extend this Agreement at the expiration of the then
current Term, and provided that subsection (c) below does not apply, then, in addition
to the payments required by subsection (a) of this Section 7, (i) all stock options
previously granted but still subject to vesting shall be immediately vested and shall
be exercisable until the first to occur of (y) the expiration date of the applicable
option or (z) two (2) years following the date of termination and (ii) all grants of
restricted stock or other rights related to shares of the Corporations common stock
shall be immediately vested (or the risk of forfeiture, as appropriate, shall
terminate)




---



##### 



and shall be delivered to Executive at the same time and subject to the same
performance conditions as if the Executive had remained employed by the Corporation.
The Executive shall also receive, subject to the mitigation provisions of subsection
(d) below, in a single sum payable at the time of termination, and no later than the
Last Payment Date, a cash severance payment (the Severance Payment) from the
Corporation. The amount of the Severance Payment shall be equal to the Executives
then monthly Base Salary increased by a factor of twenty percent (20%) to account for
the Executives loss of benefits, multiplied by the number of months in the Severance
Period as set forth in Appendix A hereof. Executive shall have the right to purchase
health and dental coverage under the Companys group policies then in effect for the
Severance Period. The Severance Payment is subject to required withholding. The
Executive shall not be entitled to Severance Payments in any event if he is terminated
for Cause as permitted by Section 7(c).(c)
    
    Termination Following Change in Control.
 (i)
    
    If a Change in Control of the Corporation occurs during the Term
of this Agreement, or if Executives employment with the Corporation is
terminated by the Corporation without Cause prior to but in connection with a
Change in Control (meaning that at the time of such termination the Company had
entered into an agreement, the consummation of which would result in a Change in
Control, or any person had publicly announced its intent to take or consider
actions that would constitute a Change in Control, or the Board adopts a
resolution to the effect that a potential Change in Control for purposes of this
Agreement has occurred), then the Executive shall be entitled to the
compensation provided in Section 8(c)(ii) below upon the termination of the
Executives employment by the Corporation or by the Executive, unless
the Corporation elects to terminate this Agreement pursuant to the provisions of
Section 7 (a), (b) or (c) above or because the Executive terminates this
Agreement other than for Good Reason.(ii)
    
    If the Executive shall be terminated from employment with the
Corporation following the occurrence of a Change of Control such that Executive
is entitled to the compensation set forth in this Section 8(c)(ii), then the
Executive shall be entitled to receive the following severance benefits in lieu
of any other benefits the Executive would otherwise be entitled to pursuant to
this Agreement:
 (a)
    
    Severance Payment. The Corporation
shall pay as severance pay to the Executive an amount equal to the
Base Salary that Executive would have received for a thirty (30)
month period (the Payment Period) at an annualized rate equal to
the higher of the rate in effect immediately prior to the Change in




---



##### 



Control or the rate in effect on the date of the Notice of
Termination. Such cash payment shall be payable in a single sum,
within 10 days following the Executives Date of Termination, and no
later than the Last Payment Date.(b)
    
    Incentive Awards. The Executive
shall receive a cash payment in a single sum, within 10 days
following the Executives Date of Termination, and no later than the
Last Payment Date, in the amount equal a pro rata portion of the
target full years bonus for the Executive under such bonus plan or
program for the portion of the year ending on the date of the
termination, with a partial month counted as a completed month.(c)
    
    Acceleration of Equity Grants. Any
non-vested stock options, restricted stock or other equity award
granted to the Executive by the Corporation shall become 100% vested
and all restrictions or conditions to the receipt of such securities,
included but not limited to any applicable performance criteria,
shall be waived, up to 100% of the target shares that were to have
been delivered to the executive under any performance-based plan, or
100% of the total shares under a time-based vesting plan. In
addition, (i) any stock options shall be exercisable until the first
to occur of (y) the expiration date of the applicable option or (z)
four (4) years following the date of termination and (ii) shares of
restricted stock or other equity awards shall be delivered free of
all restrictions within 10 days of the date of termination. If any
plan pursuant to which stock options, restricted stock or other
equity awards have been issued is not assumed by the successor
entity, all such rights will immediately accelerate and be
exercisable on the date of the Change of Control.(d)
    
    Insurance and Welfare Benefits.
During the shorter of (i) the Payment Period or (ii) 18 months
following the date of termination (the Coverage Period) the
Executive shall be entitled to the continuation of the same or
equivalent life, health, hospitalization, dental and disability
insurance coverage and other employee insurance or welfare benefits
that he had received (including equivalent coverage for his spouse
and dependent children) immediately prior to the Change in Control.
In the event that Executive is ineligible under the terms of such
insurance to continue to be so covered, the Corporation shall provide
the Executive with substantially equivalent coverage through other
sources. If the Executive prior to a Change in Control was receiving
any cash-in-lieu payments designed to enable the Executive to obtain
insurance




---



##### 



coverage of his choosing, the Corporation shall, in addition to any
other benefits to be provided under this Section 8(c)(ii)(d), provide
Executive with a lump-sum payment equal to the amount of such in-lieu
payments that the Executive would have been entitled to receive over
the Coverage Period, no later than the Last Payment Date. The
benefits to be provided under this Section 8(c)(ii)(d) shall be
reduced to the extent of the receipt of substantially equivalent
coverage by the Executive from any successor employer.(e)
    
    Tax Gross-Up. If any payments
received by Executive pursuant to this Agreement will be subject to
the excise tax (the Excise Tax) imposed by Section 4999 or Section
409A of the Internal Revenue Code of 1986, as amended (the Code),
or any successor or similar provision of the Code, the Corporation
shall pay to the Executive additional compensation such that the net
amount received by the Executive after deduction of any Excise Tax
(and taking into account any federal, state and local income taxes
payable by the Executive as a result of the receipt of such gross-up
compensation), shall be equal to the total payments he would have
received had no such Excise Tax (or any interest or penalties
thereon) been paid or incurred. The Corporation shall pay such
additional compensation no later than the Last Payment Date. The
calculation of the tax gross-up payment shall be approved by the
Corporations independent certified public accounting firm and the
Executives designated financial adviser.
 (iii)
    
    Notice of Good Reason. If Executive believes that
Executive is entitled to terminate employment with the Corporation for Good
Reason, the Executive may apply in writing to the Corporation for confirmation
of such entitlement prior to the Executives actual separation from
employment, by following the claims procedure set forth in Section 14 hereof.
The submission of such a request by Executive shall not constitute Cause for
the Corporation to terminate an Executive, and Executive shall continue to
receive all compensation and benefits otherwise payable pursuant to this
Agreement at the time of such submission throughout the resolution of the
matter pursuant to the procedures set forth in Section 14 hereof. If the
Executives request for a termination of employment for Good Reason is denied
under both the request and appeal procedures set forth in Section 14(b) and
(c) hereof, then the parties shall use their best efforts to resolve the claim
within ninety (90) days after the claim is submitted to binding arbitration
pursuant to Section 14(d).




---



##### 



(iv)
    
    All rights of the Employee pursuant to this Section 8(c)
shall terminate on the second anniversary following the occurrence of a Change
in Control.
 (d)
    
    No Mitigation. The Executive shall not be required to mitigate the
amount of any payments provided for by this Agreement by seeking employment or
otherwise, nor shall the amount of any cash payments or benefit provided under this
Agreement be reduced by any compensation or benefit earned by the Executive after his
Date of Termination (except as provided in Section 8(c)(ii)(d) above).(e)
    
    Additional Requirement for Severance Compensation. The amounts
payable pursuant to this Section 8 shall be paid only upon an Executives execution
and delivery to the Corporation of an agreement and general release, in such form as
is acceptable to the Corporation, in its sole discretion, under which, among other
things, the Executive shall release and discharge the Corporation and related persons
from all claims and liabilities relating to the Executives employment with the
Corporation and/or the termination of the Executives employment, including without
limitation, claims under the Age Discrimination in Employment Act and the Older
Workers Benefit Protection Act, where applicable. Subject to Section 21 hereof,
payment of the amounts payable pursuant to this Section 8 will be paid only after the
Release Effective Date and expiration of all periods of permitted rescission under
federal or state law for such releases.
 Confidential Information.
 Patents, Etc.




---



##### 



Non-Competition
 (a)
    
    If Executive receives severance compensation pursuant to Section 8 above,
or if Executive is terminated for Cause, Executive agrees that Executive will not,
without the prior written consent of the Corporation, directly or indirectly, during
the six (6) month period following the Date of Termination, engage in any business or
employment or provide any consulting service to any person or organization, or to a
division or operating unit of any organization which is involved principally in the
provision of video or broadband services to lodging or healthcare facilities in the
United States (a Competing Business); provided, however, that the parties
acknowledge and agree that an entity involved in the cable, satellite or other pay
television business generally shall not be deemed to be a Competing Business if (i)
the provision of video or broadband services to lodging or healthcare facilities
comprises less than twenty (20%) percent of the revenues of such business and (ii)
Executives principal duties do not involve operation or oversight of that portion of
the enterprise involved in the provision of video or broadband services to lodging or
healthcare facilities). In the event that Executive violates the provisions of this
subparagraph (a), the Corporation shall have the right, in addition to such other
remedies as the Corporation may have available to it, to recover that portion of the
amounts payable to Executive pursuant to the provisions of Sections 8(b) or 8(c)(ii)
of this Agreement which relate to the period of time Executive is found to have been
in violation of the terms of this subparagraph.(b)
    
    During the Term, Executive shall not enter into endeavors that are
competitive with the business or operations of the Corporation and shall not own an
interest in, manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
director, partner, stockholder, member, venturer, advisor, consultant or otherwise
(except for passive investments of not more than a one percent interest in the
securities of a publicly held corporation regularly traded on a national securities
exchange or in an over-the-counter securities market) any Competing Business.
 Successors.
 (a)
    
    The Corporation 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 the Corporation, by agreement in form and substance
reasonably satisfactory to the Executive, to expressly assume and agree to perform the
obligations of the Corporation under this Agreement in the same manner and to the same
extent that the Corporation would be required to perform this Agreement if no such
succession had taken place. Failure of the Corporation to obtain such agreement prior
to the effective date of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Corporation in the same amount and
on the same terms as he would be entitled to receive hereunder if he terminated his
employment for Good Reason, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, Corporation shall mean the Corporation as
hereinbefore defined and any successor to its business and/or assets as aforesaid,
which successor executes and delivers the agreement provided for in this Section 12(a)
or which otherwise becomes bound by the terms and provisions of this Agreement by
operation of law.(b)
    
    This Agreement and all rights of the Executive hereunder shall inure to the
benefit of and be enforceable by the Executives personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. If
the Executive should die after his termination while any amounts would still be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executives devisee, legatee, or other designee or, if there be no
such designee, to the Executives estate.
 Notices.
 Administrator and Claims Procedure.
 (a)
    
    In the event the Executive believes he/she has been wrongfully denied the
payment of benefits, the Executive shall follow the procedures set forth in this
Section 14. If the Executive is claiming benefits as a result of a termination of
employment pursuant to Section 7(c), the Executive shall disregard subsections (b) and
(c) hereof and shall proceed directly to arbitration pursuant to subsection (d)
hereof. The Administrator for purposes of this Agreement shall be the Corporation.
The Corporation shall have the right to designate one or more Corporation employees as
the Administrator at any




---



##### 



time. The Corporation shall give the Executive written notice of any change in the
Administrator, or in the address or telephone number of the same.(b)
    
    The Executive, or other person claiming through the Executive, must file a
written claim for benefits with the Administrator as a prerequisite to the payment of
benefits under this Agreement. The Administrator shall make all determinations as to
the right of any person to receive benefits under subsections (b) and (c) of this
Section 14. Any denial by the Administrator of a claim for benefits by the Executive,
his heirs or personal representative (the claimant) shall be stated in writing by
the Administrator and delivered or mailed to the claimant within 30 days after receipt
of the claim, unless special circumstances require an extension of time for processing
the claim. If such an extension is required, written notice of the extension shall be
furnished to the claimant prior to the termination of the initial 30-day period. In
no event shall such extension exceed a period of 30 days from the end of the initial
period. Any notice of denial shall set forth the specific reasons for the denial,
specific reference to pertinent provisions of this Agreement upon which the denial is
based, a description of any additional material or information necessary for the
claimant to perfect his claim, with an explanation of why such material or information
is necessary, and any explanation of claim review procedures, written to the best of
the Administrators ability in a manner that may be understood without legal or
actuarial counsel.(c)
    
    A claimant whose claim for benefits has been wholly or partially denied by
the Administrator may request, within 30 days following the date of such denial, in a
writing addressed to the Administrator, a review of such denial. The claimant shall
be entitled to submit such issues or comments in writing or otherwise as he shall
consider relevant to a determination of his claim, and he may include a request for a
hearing in person before the Administrator. Prior to submitting his request, the
claimant shall be entitled to review such documents as the Administrator shall agree
are pertinent to his claim. The claimant may, at all stages of review, be represented
by counsel, legal or otherwise, of his choice, provided that the fees and expenses of
such counsel shall be borne by the claimant, unless the claimant is successful, in
which case, such costs shall be borne by the Corporation. All requests for review
shall be promptly resolved. The Administrators decision with respect to any such
review shall be set forth in writing and shall be mailed to the claimant not later
than 30 days following receipt by the Administrator of the claimants request unless
special circumstances, such as the need to hold a hearing, require an extension of
time for processing, in which case the Administrators decision shall be so mailed not
later than 60 days after receipt of such request.(d)
    
    A claimant who has followed the procedure in subsections (b) and (c) of this
section, or who has been terminated pursuant to Section 7(c) after having been given
the opportunity to be heard by the Board, and who has not obtained full relief on his
claim for benefits, may, within 60 days following his receipt of




---



##### 



the Administrators written decision on review, or the Boards decision, as the case
may be, apply in writing to the Administrator for expedited and binding arbitration of
his claim before an arbitrator in Minnehaha County, South Dakota, in accordance with
the commercial arbitration rules of the American Arbitration Association, as then in
effect, or pursuant to such other form of alternative dispute resolution as the parties
may agree (collectively, the arbitration). The Corporation shall advance filing fees
and other costs required to initiate the arbitration, as well as up to $2,500 for
Executives initial attorney fees (which fees and costs shall not be recoverable by the
Corporation). The arbitrators sole authority shall be to interpret and apply the
provisions of this Agreement; he shall not change, add to, or subtract from, any of its
provisions. The arbitrator shall have the authority to award compensatory damages, but
shall not have the authority to award punitive, consequential or exemplary damages. The
arbitrator shall have the power to compel attendance of witnesses at the hearing. Any
court having jurisdiction may enter a judgment based upon such arbitration. The
arbitrator shall be appointed by mutual agreement of the Corporation and the claimant
pursuant to the applicable commercial arbitration rules. The arbitrator shall be a
professional person with a reputation in the community for expertise in employee
benefit matters and who is unrelated to the claimant and any employees of the
Corporation. All decisions of the arbitrator shall be final and binding on the
claimant and the Corporation.
 Legal Fees and Expense.
 Non-Alienation of Benefits.
 Miscellaneous.
 (a)
    
    This Agreement contains the entire agreement of the parties relating to the
subject matter hereof and supersedes any prior written or oral agreements or
understandings relating to the subject matter hereof. No modification or amendment of
this Agreement shall be valid unless in writing and signed by




---



##### 



or on behalf of the parties hereto. A waiver of the breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any subsequent breach of
the same or any other term or condition. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provisions of this Agreement, or the application thereof
to any person or circumstance, shall, for any reason and to any extent, be held invalid
or unenforceable, such invalidity and unenforceability shall not affect the remaining
provisions hereof and the application of such provisions to other persons or
circumstances, all of which shall be enforced to the greatest extent permitted by law.
Subject to the provisions of Section 8(c)(ii)(e), the compensation provided to the
Executive pursuant to this Agreement shall be subject to any withholdings and
deductions required by any applicable tax laws. Any amounts payable to the Executive
hereunder after the death of the Executive shall be paid to the Executives estate or
legal representative. The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of any
provision hereof. For purposes hereof, the masculine gender shall be deemed to include
the feminine gender, as appropriate. This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed an original but all counterparts
together shall constitute one instrument.(b)
    
    This Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Corporation, including any party with which the
Corporation may merge or consolidate or to which it may transfer substantially all of
its assets.(c)
    
    The rights and obligations of Executive under this Agreement are expressly
declared and agreed to be personal, nonassignable and nontransferable during his life,
but upon his death this Agreement shall inure to the benefit of his heirs, legatees
and legal representatives of his estate, but only to the extent of any remaining
financial obligations of the Corporation.(d)
    
    The waiver by either party hereto of its rights with respect to a breach of
any provision of this Agreement by the other shall not operate or be construed as a
waiver of any rights with respect to any subsequent breach.(e)
    
    No modification, amendment, addition, alteration or waiver of any of the
terms, covenants or conditions hereof shall be effective unless made in writing and
duly executed by the Corporation and Executive.(f)
    
    This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together will constitute but one and the
same agreement.




---



##### 



(g)
    
    If any provision of this Agreement is determined to be invalid or
unenforceable under any applicable statute or rule of law, it is to that extent to be
deemed omitted and it shall not affect the validity or enforceability of any other
provision.(h)
    
    Any notice required or permitted to be given under this Agreement shall be in
writing, and shall be deemed given when sent by registered or certified mail, postage
prepaid, addressed as follows:
 If to Executive:
    
    to the address set forth onAppendix B heretoIf to the Corporation:
    
    LodgeNet Entertainment Corporation3900 West Innovation StreetSioux Falls, SD 57107Attn: President
  Prior Agreements Superseded.
 Survival of Certain Provisions
 Governing Law.
 Compliance with Section 409A of the Code.




---



##### 



EXECUTIVE:
    
    LODGENET ENTERTAINMENT CORPORATION:/s/Steven R.Pofahl
    
    By:
    
    /s/Scott C. PetersenTitle:
    
    President  CEOAddress: 1140 N Connor TrailSioux Falls SD 57103




---



##### 



Appendix A
 Employee Name:
    
    Steven R. PofahlEmployee Address:
    
    1140 N Connor Trail, Sioux Falls SD 57103Position/Title:
    
    Senior Vice President, Technical OperationsWork Location
    
    3900 West Innovation Street, Sioux Falls, SDBase Salary:
    
    $242,500.00 per annumBenefits Stipend:
    
    $18,000.00 per annum, payable monthlyBonus Parameters:
    
    Percentage of Base Salary at Target: 45%Severance Period:
    
    12 months from date of termination




---



##### 



Appendix B
 DEFINITIONS
       (a)
    
    any person (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act) in
effect on the date hereof) or group of persons acting in concert, other than
the Corporation or any subsidiary thereof or any employee benefit plan of the
Corporation or any subsidiary thereof, becomes the beneficial owner (as
such term is defined in Rule 13d-3 of the Exchange Act except that a person
shall also be deemed the beneficial owner of all securities which such person
may have a right to acquire, whether or not such right is presently
exercisable), directly or indirectly, of securities of the Corporation
representing thirty percent (30%) or more of the combined voting power of the
Corporations then outstanding securities ordinarily having the right to vote
in the election of directors (voting stock); or(b)
    
    during any period subsequent to the date of this Agreement, a
majority of the members of the Board shall not for any reason be the
individuals




---



##### 



who at the beginning of such period constitute the Board or those persons who
are nominated as new directors by a majority of the current directors or their
successors who have been so nominated; or(c)
    
    there shall be consummated any merger, consolidation (including a
series of mergers or consolidations), or any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation (meaning assets
representing thirty percent (30%) or more of the net tangible assets of the
Corporation or generating thirty percent (30%) or more of the Corporations
operating cash flow), or any other similar business combination or
transaction, but excluding any business combination or transaction
which: (i) would result in the voting stock of the Corporation immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting stock of the surviving entity) more than 70% of
the combined voting power of the voting stock of the Corporation (or such
surviving entity) outstanding immediately after giving effect to such
business combination or transaction; or (ii) would be effected to implement a
recapitalization (or similar transaction) of the Corporation in which no
person (as defined in subsection 3(a) hereof) or group of persons acting in
concert becomes the beneficial owner (as defined in subsection 3(a) hereof)
of thirty percent (30%) or more of the combined voting power of the then
outstanding voting stock of the Corporation; or(d)
    
    the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation; or(e)
    
    the occurrence of any other event that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A of the
Exchange Act in effect on the date hereof.
 
  (a)
    
    the assignment to the Executive of any duties materially
inconsistent with the Executives positions, duties, responsibilities and
status with the Corporation immediately prior to a Change in Control, or a
significant adverse alteration in the nature of the Executives reporting
responsibilities, titles, or offices as in effect immediately prior to a
Change in Control, or any removal of the Executive from, or any




---



##### 



failure to reelect the Executive to, any such positions, except in connection
with a termination of the employment of the Executive for Cause, Permanent
Disability, or as a result of the Executives death or by the Executive other
than for Good Reason;(b)
    
    a material reduction by the Corporation in the Executives base
salary in effect immediately prior to a Change in Control;(c)
    
    any material breach by the Corporation of any provision of this Agreement;(d)
    
    following a Change in Control, the Executive is excluded (without
substitution of a substantially equivalent plan) from participation in any
benefit, incentive, stock option, health, dental, insurance or pension plan
generally made available to persons at Executives level of responsibility in
the Corporation;(e)
    
    without the Executives express written consent, the requirement by
the Corporation that the Executives principal place of employment be
relocated more than fifty (50) miles from his place of employment prior to
the Change in Control, or travel on the Corporations business to an extent
materially greater than the Executives customary business travel
obligations;(f)
    
    the Corporations failure to obtain a satisfactory agreement from
any successor to assume and agree to perform the Corporations obligations
under this Agreement, as contemplated in Section 7(a) hereof.




---



##### 



GENERAL RELEASE OF ALL CLAIMS
 
   (1)
    
    the right to consult with an attorney before
signing this Release.(2)
    
    Forty-five (45) days, in which to consider
this Release and any ADEA claim; and(3)
    
    Seven (7) days after signing this Release to
revoke this release to any ADEA claim.




---



##### 



Dated:Employee SignatureDated:
    
    By: