EXECUTIVE'S PARTICIPATION RELATIVE TO OTHER
PARTICIPANTS, AS EXISTED AT THE TIME OF THE CHANGE IN CONTROL;
(VI)
THE FAILURE OF THE COMPANY TO OBTAIN A
SATISFACTORY AGREEMENT FROM ANY SUCCESSOR TO THE COMPANY TO FULLY ASSUME THE
COMPANY'S OBLIGATIONS AND TO PERFORM UNDER THIS AGREEMENT, AS CONTEMPLATED IN
SECTION 12(B) HEREOF, IN A FORM REASONABLY ACCEPTABLE TO EXECUTIVE;
(VII)
ANY ELECTION BY THE COMPANY NOT TO EXTEND THE
TERM OF THIS AGREEMENT AT THE NEXT POSSIBLE EXTENSION DATE UNDER SECTION 2
HEREOF, UNLESS EXECUTIVE WILL HAVE ATTAINED AGE 65 AT OR BEFORE SUCH EXTENSION
DATE; OR
(VIII)
ANY OTHER FAILURE BY THE COMPANY TO PERFORM ANY
MATERIAL OBLIGATION UNDER, OR BREACH BY THE COMPANY OF ANY MATERIAL PROVISION
OF, THIS AGREEMENT;
provided, however, that a forfeiture under Section 10(f) or (g) shall not
constitute "Good Reason."
(F)
"POTENTIAL CHANGE IN CONTROL."
FOR
PURPOSES OF THIS AGREEMENT, A "CHANGE IN CONTROL" SHALL BE DEEMED TO HAVE
OCCURRED IF, DURING THE TERM OF THIS AGREEMENT:
(I)
THE COMPANY ENTERS INTO AN AGREEMENT,
THE CONSUMMATION OF WHICH WOULD RESULT IN THE OCCURRENCE OF A CHANGE IN CONTROL;
(II)
ANY PERSON (INCLUDING THE COMPANY)
PUBLICLY ANNOUNCES AN INTENTION TO TAKE OR TO CONSIDER TAKING ACTIONS WHICH IF
CONSUMMATED WOULD CONSTITUTE A CHANGE IN CONTROL; OR
26
(III)
THE BOARD ADOPTS A RESOLUTION TO THE EFFECT
THAT, FOR PURPOSES OF THIS AGREEMENT, A POTENTIAL CHANGE IN CONTROL HAS
OCCURRED.
9.
RABBI TRUST OBLIGATION UPON POTENTIAL
CHANGE IN CONTROL; EXCISE TAX-RELATED PROVISIONS.
(A)
RABBI TRUST FUNDED UPON POTENTIAL CHANGE IN
CONTROL.
IN THE EVENT OF A POTENTIAL CHANGE IN CONTROL OR CHANGE IN CONTROL,
THE COMPANY SHALL, NOT LATER THAN 15 DAYS THEREAFTER, HAVE ESTABLISHED ONE OR
MORE RABBI TRUSTS AND SHALL DEPOSIT THEREIN CASH IN AN AMOUNT SUFFICIENT TO
PROVIDE FOR FULL PAYMENT OF ALL POTENTIAL OBLIGATIONS OF THE COMPANY THAT WOULD
ARISE ASSUMING CONSUMMATION OF A CHANGE IN CONTROL, OR HAS ARISEN IN THE CASE OF
AN ACTUAL CHANGE IN CONTROL, AND A SUBSEQUENT TERMINATION OF EXECUTIVE'S
EMPLOYMENT UNDER SECTION 7(E) OR (F). SUCH RABBI TRUST(S) SHALL BE IRREVOCABLE
AND SHALL PROVIDE THAT THE COMPANY MAY NOT, DIRECTLY OR INDIRECTLY, USE OR
RECOVER ANY ASSETS OF THE TRUST(S) UNTIL SUCH TIME AS ALL OBLIGATIONS WHICH
POTENTIALLY COULD ARISE HEREUNDER HAVE BEEN SETTLED AND PAID IN FULL, SUBJECT
ONLY TO THE CLAIMS OF CREDITORS OF THE COMPANY IN THE EVENT OF INSOLVENCY OR
BANKRUPTCY OF THE COMPANY; PROVIDED, HOWEVER, THAT IF NO CHANGE IN CONTROL HAS
OCCURRED WITHIN TWO YEARS AFTER SUCH POTENTIAL CHANGE IN CONTROL, SUCH RABBI
TRUST(S) SHALL AT THE END OF SUCH TWO-YEAR PERIOD BECOME REVOCABLE AND MAY
THEREAFTER BE REVOKED BY THE COMPANY.
(B)
GROSS-UP IF EXCISE TAX WOULD APPLY.
IN THE
EVENT EXECUTIVE BECOMES ENTITLED TO ANY AMOUNTS OR BENEFITS PAYABLE IN
CONNECTION WITH A CHANGE IN CONTROL OR OTHER CHANGE IN CONTROL (WHETHER OR NOT
SUCH AMOUNTS ARE PAYABLE PURSUANT TO THIS AGREEMENT) (THE "SEVERANCE PAYMENTS"),
IF ANY OF SUCH SEVERANCE PAYMENTS ARE SUBJECT TO THE TAX (THE