TO
AS THE "ANNUAL BASE SALARY").
(C)
BUSINESS SEGMENT.
THE TERM "BUSINESS SEGMENT" SHALL MEAN
COMPANY'S WATER TECHNOLOGIES GROUP, OR ANY OTHER SEGMENT(S) OF THE COMPANY'S
BUSINESS OPERATIONS FOR WHICH EXECUTIVE IS RESPONSIBLE FOR THE APPLICABLE
PERIOD.
(D)
CAUSE.
"CAUSE" FOR TERMINATION BY THE EMPLOYER OF THE
EXECUTIVE'S EMPLOYMENT SHALL BE LIMITED TO (I) THE ENGAGING BY THE EXECUTIVE IN
INTENTIONAL CONDUCT THAT THE COMPANY ESTABLISHES HAS CAUSED DEMONSTRABLE AND
SERIOUS FINANCIAL INJURY TO THE EMPLOYER; (II) CONVICTION OF A FELONY; OR
(III) CONTINUING WILLFUL AND UNREASONABLE REFUSAL BY THE EXECUTIVE TO PERFORM
THE EXECUTIVE'S DUTIES OR RESPONSIBILITIES (UNLESS SIGNIFICANTLY CHANGED WITHOUT
THE EXECUTIVE'S CONSENT).
(E)
COVERED TERMINATION.
THE TERM "COVERED TERMINATION" MEANS
ANY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT DURING THE EMPLOYMENT PERIOD WHERE
THE TERMINATION DATE OR THE DATE NOTICE OF TERMINATION IS DELIVERED IS ANY DATE
PRIOR TO THE END OF THE EMPLOYMENT PERIOD.
(F)
EMPLOYMENT PERIOD.
THE TERM "EMPLOYMENT PERIOD" MEANS A
PERIOD COMMENCING ON THE DATE HEREOF AND ENDING AT 11:59 P.M. CENTRAL TIME ON
THE EXECUTIVE'S NORMAL RETIREMENT DATE.
(G)
NORMAL RETIREMENT DATE.
THE TERM "NORMAL RETIREMENT DATE"
MEANS "NORMAL RETIREMENT DATE" AS DEFINED IN THE PRIMARY QUALIFIED DEFINED
BENEFIT PENSION PLAN APPLICABLE TO THE EXECUTIVE, OR ANY SUCCESSOR PLAN, AS IN
EFFECT ON THE DATE HEREOF.
(H)
PERSON.
THE TERM "PERSON" SHALL MEAN ANY INDIVIDUAL,
FIRM, PARTNERSHIP, CORPORATION OR OTHER ENTITY, INCLUDING ANY SUCCESSOR (BY
MERGER OR OTHERWISE) OF SUCH ENTITY, OR A GROUP OF ANY OF THE FOREGOING ACTING
IN CONCERT.
(I)
TERMINATION DATE.
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 7(B), THE TERM "TERMINATION DATE" MEANS (I) IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE EXECUTIVE'S DEATH, THE DATE OF DEATH; (II) IF
THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON OF VOLUNTARY EARLY
RETIREMENT, AS AGREED IN WRITING BY THE EMPLOYER AND THE EXECUTIVE, THE DATE OF
SUCH EARLY RETIREMENT WHICH IS SET FORTH IN SUCH WRITTEN AGREEMENT; (III) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR PURPOSES OF THIS AGREEMENT BY REASON OF
DISABILITY PURSUANT TO SECTION 9, THE EARLIER OF THIRTY DAYS AFTER THE NOTICE OF
TERMINATION IS GIVEN OR ONE DAY PRIOR TO THE END OF THE EMPLOYMENT PERIOD;
(IV) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE EXECUTIVE VOLUNTARILY,
THE DATE THE NOTICE OF TERMINATION IS GIVEN; AND (V) IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE EMPLOYER (OTHER THAN BY REASON OF DISABILITY
PURSUANT TO SECTION 9), THE DATE THE NOTICE OF TERMINATION IS GIVEN.
2.
EMPLOYMENT PERIOD; TERMINATION.
THE EMPLOYER WILL CONTINUE TO EMPLOY THE
EXECUTIVE DURING THE EMPLOYMENT PERIOD, AND THE EXECUTIVE WILL REMAIN IN THE
EMPLOY OF THE EMPLOYER, IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
THE EMPLOYER AND THE EXECUTIVE SHALL EACH RETAIN
THE RIGHT TO TERMINATE THE EMPLOYMENT OF THE EXECUTIVE AT ANY TIME DURING THE
EMPLOYMENT PERIOD.
3.
DUTIES.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL, IN THE SAME
CAPACITIES AND POSITIONS HELD BY THE EXECUTIVE AS OF THE DATE HEREOF OR IN SUCH
OTHER CAPACITIES AS