SEVERANCE PERIOD SHALL BE PAID FULLY AND COMPLETELY TO HIS SPOUSE OR
SUCH INDIVIDUAL DESIGNATED BY HIM OR IF NO SUCH PERSON IS DESIGNATED TO HIS
ESTATE.
(B)
RELEASE. THE OBLIGATION OF THE CORPORATION
TO PROVIDE THE SALARY CONTINUATION AND OTHER BENEFITS DESCRIBED IN SUBPARAGRAPH
(A) ABOVE IS CONTINGENT UPON AND SUBJECT TO THE
4
EXECUTION AND DELIVERY BY BROWN OF A GENERAL RELEASE, IN FORM AND SUBSTANCE
SATISFACTORY TO BROWN AND THE CORPORATION.
THE CORPORATION WILL PROVIDE BROWN
WITH A COPY OF A GENERAL RELEASE SATISFACTORY TO THE CORPORATION SIMULTANEOUSLY
WITH OR AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE DELIVERY OF THE
NOTICE OF TERMINATION PROVIDED IN SECTION 7(A), OR AT OR AS SOON AS
ADMINISTRATIVELY PRACTICABLE FOLLOWING THE EXPIRATION OF THE CORPORATION'S RIGHT
TO CURE PROVIDED IN SECTION 7(D) OR SECTION 9, BUT NOT LATER THAN TWENTY-ONE
(21) DAYS BEFORE THE DATE PAYMENTS ARE REQUIRED TO BE BEGIN UNDER SECTION 7(A).
BROWN SHALL DELIVER THE EXECUTED RELEASE TO THE CORPORATION EIGHT DAYS BEFORE
THE DATE PAYMENTS ARE REQUIRED TO BEGIN UNDER SECTION 7(A).
WITHOUT LIMITING THE FOREGOING, SUCH GENERAL RELEASE SHALL PROVIDE THAT FOR AND
IN CONSIDERATION OF THE ABOVE SALARY CONTINUATION AND OTHER BENEFITS, BROWN
RELEASES AND GIVES UP ANY AND ALL CLAIMS AND RIGHTS ENSUING FROM HIS EMPLOYMENT
AND TERMINATION WITH THE CORPORATION, WHICH HE MAY HAVE AGAINST THE CORPORATION,
A SUBSIDIARY OR OTHER AFFILIATE, THEIR RESPECTIVE TRUSTEES, OFFICERS, MANAGERS,
EMPLOYEES AND AGENTS, ARISING FROM OR RELATED TO HIS EMPLOYMENT AND/OR
TERMINATION.
THIS RELEASES ALL CLAIMS, WHETHER BASED UPON FEDERAL, STATE, LOCAL
OR COMMON LAW, RULES OR REGULATIONS.
SUCH RELEASE SHALL SURVIVE THE TERMINATION
OR EXPIRATION OF THIS AGREEMENT.
(C)
VOLUNTARY TERMINATION.
SHOULD BROWN IN HIS
DISCRETION ELECT TO TERMINATE THIS AGREEMENT, HE SHALL GIVE THE CORPORATION AT
LEAST SIXTY (60) DAYS PRIOR WRITTEN NOTICE OF HIS DECISION TO TERMINATE. EXCEPT
AS OTHERWISE PROVIDED IN THIS AGREEMENT, AT THE END OF THE SIXTY (60) DAY NOTICE
PERIOD, ALL RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES TO THE AGREEMENT
SHALL CEASE, EXCEPT FOR ANY AND ALL ACCRUED AND VESTED BENEFITS UNDER THE
CORPORATION'S EXISTING EMPLOYMENT AND BENEFIT POLICIES, INCLUDING BUT NOT
LIMITED TO, UNPAID INCENTIVE COMPENSATION AWARDS EARNED UNDER THE ANNUAL BONUS
PLAN OR ANY OTHER INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE
PERIODS. AT ANY TIME DURING THE SIXTY (60) DAY NOTICE PERIOD, THE CORPORATION
MAY PAY BROWN FOR THE COMPENSATION OWED FOR SAID NOTICE PERIOD AND IN ANY SUCH
EVENT BROWN'S EMPLOYMENT TERMINATION SHALL BE EFFECTIVE AS OF THE DATE OF THE
PAYMENT.
(D)
ALTERATION OF DUTIES.
IF THE BOARD OF
DIRECTORS OF THE CORPORATION OR THE CHIEF EXECUTIVE OFFICER, IN EITHER OF THEIR
SOLE DISCRETION, TAKES ACTION WHICH SUBSTANTIALLY CHANGES OR ALTERS BROWN'S
AUTHORITY OR DUTIES SO AS TO EFFECTIVELY PREVENT HIM FROM PERFORMING THE DUTIES
OF THE EXECUTIVE VICE PRESIDENT OF MANUFACTURING AS DEFINED IN THIS AGREEMENT,
OR REQUIRES THAT HIS OFFICE BE LOCATED AT AND/OR PRINCIPAL DUTIES BE PERFORMED
AT A LOCATION MORE THAN FORTY-FIVE (45) MILES FROM THE PRESENT CORPORATION