INDEBTEDNESS FOR
BORROWED MONEY AS OF THE DATE HEREOF (INCLUDING ACCRUED OR ACCRETED INTEREST
THEREON) TO EQUITY AND/OR TO A SECURITY JUNIOR TO THE CLAIM'S EXISTING PRIORITY
OR IS OTHERWISE COMPROMISED, OR ANY CASH TENDER OFFER OR ANY COMBINATION
THEREOF; OR (II) (A) ANY MERGER, CONSOLIDATION, REORGANIZATION,
RECAPITALIZATION, BUSINESS COMBINATION OR OTHER TRANSACTION PURSUANT TO WHICH
THE COMPANY IS ACQUIRED BY, OR COMBINED WITH, ANY PERSON, GROUP OF PERSONS,
PARTNERSHIP, CORPORATION OR OTHER ENTITY OTHER THAN A CURRENT DEBT HOLDER (AN
"ACQUIROR") OR (B) THE ACQUISITION, DIRECTLY OR INDIRECTLY BY AN ACQUIROR (OR BY
ONE OR MORE PERSONS ACTING TOGETHER WITH AN ACQUIROR PURSUANT TO A WRITTEN
AGREEMENT OR OTHERWISE), IN A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS, OF
(X) ALL OR A PREPONDERANCE OF THE ASSETS OR OPERATIONS OF THE COMPANY, OR ALL OR
ANY MATERIAL PORTION OF ANY OPERATING DIVISION OF THE COMPANY OR (Y) ALL,
SUBSTANTIALLY ALL, OR A MAJORITY OF THE OUTSTANDING OR NEWLY ISSUED SHARES OF
THE COMPANY'S (OR ANY OF ITS SUBSIDIARY'S) CAPITAL STOCK (OR ANY SECURITIES
CONVERTIBLE INTO, OR OPTIONS, WARRANTS OR OTHER RIGHTS TO ACQUIRE SUCH CAPITAL
STOCK); IN EACH CASE, WHETHER ACCOMPLISHED OUT-OF-COURT OR THROUGH THE
CONFIRMATION OF ANY PLAN OF REORGANIZATION PURSUANT TO SECTION 1129 OF THE
UNITED STATES BANKRUPTCY CODE, WHETHER THE REQUISITE CONSENTS WERE OBTAINED
IN-COURT OR OUT-OF-COURT.
(Q)
"RETIREMENT" MEANS EXECUTIVE'S TERMINATION OF HIS EMPLOYMENT ON OR AFTER
HIS ATTAINMENT OF AGE 65.
(R)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY IN WHICH THE COMPANY HAS
A DIRECT OR INDIRECT OWNERSHIP INTEREST OF 50% OR MORE OF THE TOTAL COMBINED
VOTING POWER OF THE THEN OUTSTANDING SECURITIES OR INTERESTS OF SUCH CORPORATION
OR OTHER ENTITY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OR IN
WHICH THE COMPANY HAS THE RIGHT TO RECEIVE 50% OR MORE OF THE DISTRIBUTION OF
PROFITS OR 50% OR MORE OF THE ASSETS UPON LIQUIDATION OR DISSOLUTION.
2.
EMPLOYMENT AND DUTIES.
(A)
TERM OF EMPLOYMENT.
THE COMPANY AGREES TO EMPLOY EXECUTIVE, AND
EXECUTIVE AGREES TO ENTER INTO EMPLOYMENT WITH THE COMPANY, IN ACCORDANCE WITH
THE TERMS AND PROVISIONS OF THIS AGREEMENT, FOR THE TERM OF THIS AGREEMENT.
THE
EXECUTION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE BY EXECUTIVE AND THE
COMPANY THAT EXECUTIVE'S EMPLOYMENT SHALL NOT TERMINATE AS A RESULT OF ANY
CHANGE IN CONTROL PRIOR TO THE DATE HEREOF.
UPON TERMINATION OF EXECUTIVE'S
EMPLOYMENT (REGARDLESS OF WHETHER SUCH TERMINATION CONSTITUTES A QUALIFYING
TERMINATION OR NON-QUALIFYING TERMINATION), EXECUTIVE SHALL BE RELIEVED OF ANY
OBLIGATION TO CONTINUE TO PERFORM THE DUTIES DESCRIBED IN SECTION 2(B) EFFECTIVE
AS OF THE DATE OF TERMINATION.
THE TERMINATION OF THE EMPLOYMENT RELATIONSHIP
BY EITHER PARTY FOR ANY REASON OR FOR NO REASON AT ALL SHALL NOT CONSTITUTE A
BREACH OF THIS AGREEMENT, BUT CERTAIN OBLIGATIONS AND BENEFITS SHALL SURVIVE
SUCH TERMINATION OF EMPLOYMENT AS SET FORTH IN SECTION 19.
(B)
DUTIES.
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT, EXECUTIVE SHALL SERVE AS EXECUTIVE VICE PRESIDENT OPERATIONS OF THE
COMPANY, IN WHICH CAPACITY EXECUTIVE'S PRINCIPAL