WELLS 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, WELLS' EMPLOYMENT SHALL TERMINATE
ON THE LAST DATE OF THE THEN-CURRENT TERM.
IN ORDER TO TERMINATE THROUGH
NON-RENEWAL, TRINITY MUST SERVE NOTICE UPON WELLS 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 WELLS 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) WELLS 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.
10.
RELEASE OF EMPLOYMENT CLAIMS.
WELLS 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 ANY REASON.
11.
CONSULTATION SERVICES.
SUBSEQUENT TO WELLS'
TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN FOR CAUSE, DEATH OR DISABILITY,
BEGINNING THIRTY (30) DAYS THEREAFTER AND AS A PRECONDITION TO ENTITLEMENT TO
RECEIVE AMOUNTS AS PROVIDED IN SECTION D HEREIN, WELLS SHALL KEEP HIMSELF AT ALL
TIMES REASONABLY AVAILABLE FOR A PERIOD OF TWELVE (12) MONTHS TO RENDER SUCH
SERVICES OF ANY ADVISORY OR CONSULTATIVE NATURE AS THE CEO SHALL REASONABLY
REQUIRE.
TRINITY SHALL NOT BE ENTITLED TO CALL UPON WELLS FOR MORE THAN
ONE-HUNDRED (100) HOURS IN SUCH TWELVE (12) MONTH PERIOD.
E.
CONDUCT, CONFIDENTIALITY AND
NON-COMPETITION.
1.
CONDUCT IN CONFORMANCE WITH THE CODE OF
CONDUCT.
AT ALL TIMES DURING THE TERM OF THIS AGREEMENT, WELLS SHALL ENGAGE IN
BEHAVIOR CONSISTENT WITH TRINITY'S THEN-CURRENT CODE OF CONDUCT AND SHALL NOT
ENGAGE IN ANY ACTIVITIES THAT MAY DISPARAGE
7
THE BUSINESS OR ANY EMPLOYEE OR DIRECTOR OF TRINITY OR ITS AFFILIATES.
WELLS
AGREES TO AVOID ANY SITUATION WHICH