ENTITY, OR (Y) THE POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND
POLICIES OF SUCH CORPORATION, PARTNERSHIP, JOINT VENTURE OR OTHER BUSINESS
ENTITY.
7.
TERMINATION BY REASON OF ENLOE'S
DISABILITY OR DEATH.
ENLOE'S EMPLOYMENT MAY BE TERMINATED UPON THE EVENT OF HIS
DEATH OR THE GOOD FAITH DETERMINATION OF THE BOARD OF HIS DISABILITY AS DEFINED
HEREIN.
A.
DISABILITY IS DEFINED AS:
(I) ENLOE IS
PERMANENTLY AND TOTALLY DISABLED IF HE IS UNABLE TO ENGAGE IN ANY SUBSTANTIAL
GAINFUL ACTIVITY BY REASON OF ANY MEDICALLY DETERMINABLE PHYSICAL OR MENTAL
IMPAIRMENT WHICH CAN BE EXPECTED TO RESULT IN DEATH OR WHICH HAS LASTED OR CAN
BE EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF NOT LESS THAN TWELVE (12) MONTHS;
(II)
ENLOE'S LIMITATION DUE TO SICKNESS OR INJURY, IN PERFORMANCE OF THE
MATERIAL AND SUBSTANTIVE DUTIES OF HIS POSITION FOR A PERIOD OF SIX (6)
CONSECUTIVE MONTHS; OR (III) ENLOE IS, BY REASON OF ANY MEDICALLY DETERMINABLE
PHYSICAL OR MENTAL IMPAIRMENT WHICH CAN BE EXPECTED TO RESULT IN DEATH OR CAN BE
EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF AT LEAST TWELVE (12) CONSECUTIVE
MONTHS, RECEIVING INCOME REPLACEMENT BENEFITS FOR A PERIOD OF NOT LESS THAN
THREE (3) MONTHS UNDER AN ACCIDENT AND HEALTH PLAN COVERING EMPLOYEES.
8.
TERMINATION FOR NON-RENEWAL OF THE
AGREEMENT.
SHOULD TRINITY DETERMINE NOT TO RENEW THIS AGREEMENT FOLLOWING THE
INITIAL TERM OR ANY APPLICABLE RENEWAL TERM, ENLOE'S EMPLOYMENT SHALL TERMINATE
ON THE LAST DATE OF THE THEN-CURRENT TERM.
IN ORDER TO TERMINATE THROUGH
NON-RENEWAL, TRINITY MUST SERVE NOTICE UPON ENLOE NOT LATER THAN NINETY (90)
DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM.
NO AMOUNTS SHALL BE MADE UPON
TERMINATION DUE TO NON-RENEWAL OF THIS AGREEMENT, PROVIDED, HOWEVER, THAT IF A
CHANGE OF CONTROL SHALL OCCUR WITHIN SIX (6) MONTHS OF THE TERMINATION DUE OF
NON-RENEWAL OF THE AGREEMENT THEN TRINITY, OR IS SUCCESSOR AS APPLICABLE, SHALL
PAY ENLOE SUCH AMOUNTS AS ARE PAYABLE PURSUANT TO A TERMINATION DUE TO CHANGE OF
CONTROL AS PROVIDED IN SECTION D.6.
9.
SPECIFIED EMPLOYEE.
IF AT THE TIME OF
ANY PAYMENT HEREUNDER: (A) ENLOE IS CONSIDERED TO BE A "SPECIFIED EMPLOYEE" AS
THAT TERM IS OR MAY BE, DEFINED UNDER SECTION 409A(A)(2)(B) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"); AND (B) SUCH PAYMENT IS REQUIRED
TO BE TREATED AS DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE, THEN NO
SUCH PAYMENT MAY BE MADE BEFORE THE DATE WHICH IS SIX (6) MONTHS AFTER THE DATE
OF SEPARATION FROM SERVICE.
7
10.
RELEASE OF EMPLOYMENT CLAIMS.
ENLOE AGREES,
AS A CONDITION TO RECEIPT OF THE PAYMENTS AND BENEFITS PROVIDED IN SECTION D,
THAT HE WILL EXECUTE A COMPREHENSIVE RELEASE, RELEASING ANY AND ALL CLAIMS
ARISING OUT OF HIS EMPLOYMENT (OTHER THAN ENFORCEMENT OF THIS AGREEMENT AND HIS
RIGHTS UNDER ANY OF TRINITY'S INCENTIVE COMPENSATION AND EMPLOYEE BENEFIT PLANS
AND PROGRAMS TO WHICH HE IS ENTITLED UNDER THIS AGREEMENT) UPON TERMINATION FROM
THE COMPANIES FOR