DUTIES AND OBLIGATIONS OF BOTH PARTIES SHALL
CEASE.
(I)
UPON THE TERMINATION OF EMPLOYMENT PURSUANT TO SUBPARAGRAPH
(A) ABOVE, SUBJECT TO THE TERMS IN SUBPARAGRAPH (II) AND PARAGRAPH 9 BELOW AND
THE REQUIREMENTS OF PARAGRAPH 10 BELOW, IN ADDITION TO ALL ACCRUED AND VESTED
BENEFITS PAYABLE UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES,
INCLUDING, BUT NOT LIMITED TO, UNPAID ANNUAL BONUS AWARDS AND ANY OTHER
INCENTIVE COMPENSATION AWARDS EARNED UNDER THE ANNUAL BONUS PLAN OR ANY OTHER
INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE PERIODS, WENNER SHALL
BE PROVIDED WITH THE FOLLOWING SALARY CONTINUATION AND OTHER BENEFITS (AS
DEFINED BELOW) FOR A PERIOD OF TWO (2) YEARS (THE "SEVERANCE PERIOD"):
(1) SALARY CONTINUATION PAYMENTS FOR EACH YEAR OF THE SEVERANCE PERIOD IN AN
AMOUNT PER YEAR EQUAL TO 150% OF HIS THEN CURRENT ANNUAL BASE SALARY ("SALARY
CONTINUATION"), WHICH SALARY CONTINUATION SHALL BE PAID IN THE SAME MANNER AND
PURSUANT TO THE SAME PAYROLL PROCEDURES THAT WERE IN EFFECT PRIOR TO THE
EFFECTIVE DATE OF TERMINATION; (2) CONTINUATION OF MEDICAL, DENTAL, LIFE
INSURANCE AND DISABILITY INSURANCE FOR HIM, HIS SPOUSE AND HIS DEPENDENTS,
DURING THE SEVERANCE PERIOD, AS IN EFFECT ON THE EFFECTIVE DATE OF TERMINATION
("OTHER BENEFITS"), OR IF THE CONTINUATION OF ALL OR ANY OF THE OTHER BENEFITS
IS NOT AVAILABLE BECAUSE OF HIS STATUS AS A TERMINATED EMPLOYEE, A PAYMENT EQUAL
TO THE MARKET VALUE OF SUCH EXCLUDED OTHER BENEFITS; (3) IF ALLOWABLE UNDER THE
CORPORATION'S QUALIFIED PENSION PLAN IN EFFECT ON THE DATE OF TERMINATION,
CREDIT FOR ADDITIONAL YEARS OF SERVICE DURING THE SEVERANCE PERIOD; AND
(4) OUTPLACEMENT SERVICES OF AN INDEPENDENT THIRD PARTY, MUTUALLY SATISFACTORY
TO BOTH PARTIES, UNTIL THE EARLIER OF ONE YEAR AFTER THE EFFECTIVE DATE OF
TERMINATION, OR UNTIL HE OBTAINS NEW EMPLOYMENT; THE COST FOR SUCH SERVICE WILL
BE PAID IN FULL BY THE CORPORATION.
(II)
SUBJECT TO PARAGRAPH 10 BELOW, IN THE EVENT WENNER ACCEPTS OTHER
EMPLOYMENT DURING THE SEVERANCE PERIOD, THE CORPORATION SHALL CONTINUE THE
SALARY CONTINUATION IN FORCE UNTIL THE END OF THE SEVERANCE PERIOD. ALL OTHER
BENEFITS DESCRIBED IN SUBPARAGRAPH (I)(2) AND THE BENEFIT SET FORTH IN (I)(3),
OTHER THAN ALL ACCRUED AND VESTED BENEFITS PAYABLE UNDER THE CORPORATION'S
EMPLOYMENT AND BENEFIT POLICIES, SHALL CEASE.
(III)
WENNER SHALL NOT BE REQUIRED TO SEEK OR ACCEPT ANY OTHER
EMPLOYMENT. RATHER, THE ELECTION OF WHETHER TO SEEK OR ACCEPT OTHER EMPLOYMENT
SHALL BE SOLELY WITHIN WENNER'S DISCRETION. IF DURING THE SEVERANCE PERIOD
WENNER IS RECEIVING ALL OR ANY PART OF THE BENEFITS SET FORTH IN SUBPARAGRAPH
(I) ABOVE AND HE SHOULD DIE, THEN SALARY CONTINUATION REMAINING DURING THE
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 EXECUTION AND DELIVERY BY WENNER
OF A GENERAL RELEASE, IN FORM AND SUBSTANCE SATISFACTORY TO WENNER AND