MR. ERVIN'S NET SERP BENEFIT UNDER PARAGRAPH 7(A), THE GROSS SERP
BENEFIT, THE ACTUAL BENEFIT PAYABLE TO MR. ERVIN UNDER THE PENSION PLAN, AND
MR. ERVIN'S NET SERP BENEFIT SHALL ALL BE CALCULATED IN THE FORM OF SINGLE LIFE
ANNUITIES COMMENCING ON THE FIRST DAY OF THE MONTH FOLLOWING HIS 65TH BIRTHDAY.
HIS NET SERP BENEFIT THUS CALCULATED SHALL BE ACTUARIALLY ADJUSTED, USING THE
RULES AND ACTUARIAL ASSUMPTIONS CONTAINED IN THE PENSION PLAN TO REFLECT (I) THE
COMMENCEMENT OF BENEFIT PAYMENTS BEFORE HIS 65TH BIRTHDAY (TAKING INTO ACCOUNT
MR. ERVIN'S DEEMED CONTINUED EMPLOYMENT FOR PURPOSES OF THE SERP UNTIL HIS 55TH
BIRTHDAY) AND (II) THE CONVERSION OF HIS NET SERP BENEFIT FROM A SINGLE LIFE
ANNUITY TO A JOINT AND 100% SURVIVOR ANNUITY.
(C)
THE AMOUNT DUE
MR. ERVIN UNDER THIS SECTION 7 SHALL BE PAID IN THE FORM OF A JOINT AND 100%
SURVIVOR ANNUITY WITH HIS SPOUSE AS THE SURVIVING ANNUITANT BEGINNING ON
APRIL 1, 2012, PROVIDED, HOWEVER, THAT IF MR. ERVIN IS FOR ANY REASON NOT
MARRIED ON APRIL 1, 2012, THE AMOUNT DUE SHALL BE PAID IN THE FORM OF AN
ACTUARIALLY EQUIVALENT OPTIONAL FORM OF ANNUITY (THAT IS A PERMITTED OPTIONAL
FORM OF ANNUITY UNDER THE PENSION PLAN) BEGINNING ON SUCH DATE WHICH IS ELECTED
BY MR. ERVIN ON OR BEFORE THAT DATE.
(D)
THE SERP SHALL BE
DEEMED TO BE AMENDED AS OF THE SEPARATION DATE TO BE CONSISTENT WITH THE TERMS
OF THIS AGREEMENT.
(E)
MR. ERVIN
CONTINUES TO BE ELIGIBLE FOR A PENSION BENEFIT DETERMINED UNDER THE TERMS OF THE
PENSION PLAN AND NOTHING IN THIS SECTION 7 IS INTENDED TO ENLARGE OR DIMINISH
HIS RIGHTS UNDER THE PENSION PLAN.
8.
RESTRICTED STOCK.
AS OF THE DATE
OF THIS AGREEMENT, MR. ERVIN OWNS 55,500 SHARES OF COMMON STOCK OF THE COMPANY
WHICH ARE UNVESTED RESTRICTED SHARES AWARDED PURSUANT TO THE COMPANY'S 2002
INCENTIVE STOCK PLAN (THE "RESTRICTED SHARES").
ON THE SEPARATION DATE, 17,750
OF THE RESTRICTED SHARES WILL IMMEDIATELY VEST AND THE COMPANY WILL DELIVER
CERTIFICATES FOR SUCH RESTRICTED SHARES TO MR. ERVIN.
IN ADDITION, MR. ERVIN
WILL RETAIN OWNERSHIP, SUBJECT TO FORFEITURE, OF 6,983 RESTRICTED SHARES (THE
"CONTINGENT SHARES").
THE
4
CONTINGENT SHARES WILL VEST ON THE EARLIER OF (I) MR. ERVIN'S DEATH, OR
(II) MARCH 31, 2009 PROVIDED THAT THE CONSULTING TERM HAS NOT THEN ENDED.
IF
THE CONSULTING TERM ENDS FOR ANY REASON PRIOR TO MARCH 31, 2009 FOR ANY REASON
EXCEPT MR. ERVIN'S DEATH, THEN THE CONTINGENT SHARES ARE IRREVOCABLY FORFEITED.
THE REMAINING 30,767 RESTRICTED SHARES ARE HEREBY IRREVOCABLY FORFEITED BY
MR. ERVIN.
9.
NONCOMPETITION; CONFIDENTIAL
INFORMATION;
INVENTIONS.
(A)
MR. ERVIN
ACKNOWLEDGES THAT THE COMPANY (AND ITS AFFILIATES), AT THE COMPANY'S (AND ITS
AFFILIATE'S) EXPENSE, HAS ACQUIRED, CREATED AND MAINTAINED AND WILL CONTINUE TO
ACQUIRE, CREATE AND MAINTAIN, SIGNIFICANT GOODWILL WITH ITS CUSTOMERS, VENDORS
AND EMPLOYEES, AND THAT SUCH GOODWILL IS VALUABLE PROPERTY OF THE COMPANY.
MR. ERVIN FURTHER ACKNOWLEDGES THAT, TO THE EXTENT THAT SUCH GOODWILL HAS BEEN
AND WILL BE GENERATED THROUGH MR. ERVIN'S EFFORTS,