Management LLC,
MatlinPatterson Global Advisers LLC, MatlinPatterson Global
Opportunities Partners (Bermuda), L.P., MatlinPatterson Global Partners LLC and
any of their respective affiliated entities.
3.
TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL OF THE COMPANY.
(A)
TERMINATION. IF A CHANGE IN CONTROL OF THE COMPANY OCCURS, YOU
SHALL BE ENTITLED, UPON THE SUBSEQUENT TERMINATION OF YOUR EMPLOYMENT (BUT ONLY
IF THE "TERMINATION OF EMPLOYMENT" ALSO CONSTITUTES A "SEPARATION FROM SERVICE"
AS DEFINED IN PROPOSED TREASURY REGULATION §1.409A-1(H), AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) WITH THE COMPANY ("TERMINATION"), TO THE
BENEFITS DESCRIBED IN PARAGRAPH 4 BELOW, UNLESS SUCH TERMINATION IS:
(I) BY YOU
OTHER THAN FOR GOOD REASON; (II) BY THE COMPANY FOR CAUSE OR BECAUSE OF YOUR
DISABILITY; OR (III) BECAUSE OF YOUR DEATH OR ATTAINMENT OF YOUR RETIREMENT
DATE. ANY TERMINATION (EXCEPT A TERMINATION RESULTING FROM YOUR DEATH) SHALL BE
MADE BY WRITTEN NOTICE OF TERMINATION FROM THE PARTY INITIATING SUCH TERMINATION
TO THE OTHER PARTY TO THIS AGREEMENT.
(B)
NOTICE OF TERMINATION. A NOTICE OF TERMINATION SHALL MEAN A
WRITTEN DOCUMENT STATING THE SPECIFIC PROVISION IN THIS AGREEMENT UPON WHICH A
TERMINATION IS BASED AND OTHERWISE SETTING FORTH THE FACTS AND CIRCUMSTANCES
WHICH PROVIDE THE BASIS FOR A TERMINATION.
(C)
DATE OF TERMINATION. THE DATE OF TERMINATION SHALL MEAN:
(I) IF
THE TERMINATION OCCURS AS A RESULT OF DISABILITY, THIRTY (30) DAYS AFTER A
NOTICE OF TERMINATION IS GIVEN; (II) IF THE TERMINATION OCCURS FOR GOOD REASON,
THE DATE SPECIFIED IN THE NOTICE OF TERMINATION; AND (III) IF THE TERMINATION
OCCURS FOR ANY OTHER REASON, THE DATE ON WHICH THE NOTICE OF TERMINATION IS
GIVEN.
(D)
GOOD REASON. A TERMINATION FOR GOOD REASON SHALL MEAN A TERMINATION
AS A RESULT OF:
(I)
THE ASSIGNMENT TO YOU, WITHOUT YOUR EXPRESS WRITTEN CONSENT, OF
ANY DUTIES REASONABLY INCONSISTENT WITH YOUR POSITION, DUTIES, RESPONSIBILITIES
AND STATUS WITH THE COMPANY IMMEDIATELY PRIOR TO A CHANGE IN CONTROL OF THE
COMPANY, OR A CHANGE IN YOUR TITLES OR OFFICES (IF ANY) IN EFFECT IMMEDIATELY
PRIOR TO A CHANGE IN CONTROL OF THE COMPANY, OR ANY REMOVAL OF YOU FROM, OR ANY
FAILURE TO REELECT YOU TO, ANY OF SUCH POSITIONS, EXCEPT IN CONNECTION WITH YOUR
TERMINATION FOR CAUSE, DEATH, DISABILITY, OR AS A RESULT OF YOUR ATTAINMENT OF
YOUR RETIREMENT DATE; OR
3
(II)
A REDUCTION BY THE COMPANY IN YOUR BASE SALARY AS IN EFFECT ON
THE DATE HEREOF, OR AS THE SAME MAY BE INCREASED FROM TIME TO TIME THEREAFTER;
OR
(III)
THE FAILURE OF THE COMPANY TO CONTINUE IN EFFECT ANY MATERIAL
COMPENSATION, WELFARE OR BENEFIT PLAN IN WHICH YOU ARE PARTICIPATING AT THE TIME
OF A CHANGE IN CONTROL OF THE COMPANY, WITHOUT SUBSTITUTING THEREFOR PLANS
PROVIDING YOU WITH SUBSTANTIALLY SIMILAR BENEFITS AT SUBSTANTIALLY THE SAME COST
TO YOU; OR THE TAKING OF ANY ACTION BY THE COMPANY WHICH WOULD ADVERSELY AFFECT
YOUR PARTICIPATION IN OR MATERIALLY REDUCE YOUR BENEFITS OR MATERIALLY INCREASE
THE COST TO YOU UNDER ANY OF SUCH PLANS OR DEPRIVE YOU OF ANY