OR (3) A MATERIAL DIMINUTION IN
THE EXECUTIVE'S STATUS, WORKING CONDITIONS OR OTHER ECONOMIC BENEFITS FROM THOSE
IN EFFECT IMMEDIATELY PRIOR TO A CHANGE IN CONTROL.
(D)
"CAUSE" SHALL MEAN (I) THE COMMISSION BY THE
EXECUTIVE OF ANY ACT OR OMISSION THAT WOULD CONSTITUTE A FELONY OR ANY CRIME OF
MORAL TURPITUDE UNDER FEDERAL LAW OR THE LAW OF THE STATE OR FOREIGN LAW IN
WHICH SUCH ACTION OCCURRED, (II) DISHONESTY, DISLOYALTY, FRAUD, EMBEZZLEMENT,
THEFT, DISCLOSURE OF TRADE SECRETS OR CONFIDENTIAL INFORMATION OR OTHER ACTS OR
OMISSIONS THAT RESULT IN A BREACH OF FIDUCIARY OR OTHER MATERIAL DUTY TO THE
CORPORATION AND/OR A SUBSIDIARY; OR (III) CONTINUED REPORTING TO WORK OR WORKING
UNDER THE INFLUENCE OF ALCOHOL, AN ILLEGAL DRUG, AN INTOXICANT OR A CONTROLLED
SUBSTANCE WHICH RENDERS THE EXECUTIVE INCAPABLE OF PERFORMING HIS OR HER
MATERIAL DUTIES TO THE SATISFACTION OF THE CORPORATION AND/OR ITS SUBSIDIARIES.
9
(E)
FOR PURPOSES OF THIS AGREEMENT, "AFFILIATE" SHALL
HAVE THE MEANING ASCRIBED THERETO UNDER THE SECURITIES ACT OF 1933.
(F)
FOR PURPOSES OF THIS AGREEMENT, "TERMINATION OF
EMPLOYMENT" MEANS CESSATION OF FULL OR PART TIME EMPLOYMENT WITH THE COMPANY AND
ANY OF ITS SUBSIDIARIES.
8.
CONTINUED MEDICAL COVERAGE.
IF
EXECUTIVE'S EMPLOYMENT IS TERMINATED IN EITHER OF THE CIRCUMSTANCES DESCRIBED IN
SECTION 7(A) HEREOF, IN THE EVENT EXECUTIVE TIMELY ELECTS UNDER THE PROVISIONS
OF COBRA TO CONTINUE HIS GROUP HEALTH PLAN COVERAGE THAT WAS IN EFFECT PRIOR TO
THE DATE OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION,
EXECUTIVE WILL BE ENTITLED TO CONTINUATION OF SUCH COVERAGE, AT THE
CORPORATION'S EXPENSE, FOR A PERIOD OF EIGHTEEN (18) MONTHS, PROVIDED THAT
EXECUTIVE CONTINUES TO BE ELIGIBLE FOR COBRA COVERAGE.
9.
OUTPLACEMENT.
IF EXECUTIVE'S
EMPLOYMENT IS TERMINATED IN EITHER OF THE CIRCUMSTANCES DESCRIBED IN
SECTION 7(A) HEREOF, EXECUTIVE SHALL BE ELIGIBLE FOR OUTPLACEMENT SERVICES, AT
THE CORPORATION'S EXPENSE AND WITH A SERVICE SELECTED BY THE CORPORATION IN ITS
REASONABLE DISCRETION, FOR UP TO SIX (6) MONTHS FROM THE DATE OF THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION.
10.
TAX INDEMNIFICATION.
(A)
IN THE EVENT THAT, AS A RESULT OF ANY OF THE
PAYMENTS OR OTHER CONSIDERATION PROVIDED FOR OR CONTEMPLATED BY THIS AGREEMENT
OR OTHERWISE, A TAX (AN "EXCISE TAX") SHALL BE IMPOSED UPON THE EXECUTIVE OR
THREATENED TO BE IMPOSED UPON THE EXECUTIVE BY VIRTUE OF THE APPLICATION OF
SECTION 4999(A) OF THE CODE, AS NOW IN
10
EFFECT OR AS THE SAME MAY AT ANY TIME OR FROM TIME TO TIME BE AMENDED, OR THE
APPLICATION OF ANY SIMILAR PROVISIONS OF STATE OR LOCAL TAX LAW, THE CORPORATION
SHALL INDEMNIFY AND HOLD THE EXECUTIVE HARMLESS FROM AND AGAINST ALL SUCH TAXES
(INCLUDING ADDITIONS TO TAX, PENALTIES AND INTEREST AND ADDITIONAL EXCISE TAXES,
WHETHER APPLICABLE TO PAYMENTS PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR
OTHERWISE) INCURRED BY, OR IMPOSED UPON, THE EXECUTIVE AND ALL EXPENSES ARISING
THEREFROM.
(B)
EACH INDEMNITY PAYMENT TO BE MADE BY THE
CORPORATION PURSUANT TO PART (A) OF THIS SECTION 10 SHALL BE INCREASED BY