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
9
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 SR. VICE PRESIDENT CUSTOMER OPERATIONS OF
THE COMPANY.
EXECUTIVE SHALL DEVOTE EXECUTIVE'S FULL BUSINESS TIME AND
ATTENTION TO THE AFFAIRS OF THE COMPANY AND HIS DUTIES AS ITS SR. VICE PRESIDENT
CUSTOMER OPERATIONS.
EXECUTIVE SHALL HAVE SUCH DUTIES AS ARE APPROPRIATE TO
EXECUTIVE'S POSITION AS SR. VICE PRESIDENT CUSTOMER OPERATIONS, WILL BE
RESPONSIBLE FOR PLANNING, ORGANIZING, MONITORING AND DIRECTING CUSTOMER
OPERATIONS, ENSURING THAT SERVICE LEVELS, QUALITY, PRODUCTIVITY AND FINANCIAL
GOALS ARE ACHIEVED IN A 24-HOUR ENVIRONMENT, DEVELOPING MANAGEMENT STAFF TO
OVERSEE DAY TO DAY OPERATIONS AND SHALL HAVE SUCH AUTHORITY AS REQUIRED TO
ENABLE EXECUTIVE TO PERFORM THESE DUTIES.
CONSISTENT WITH THE FOREGOING,
EXECUTIVE SHALL COMPLY WITH ALL REASONABLE INSTRUCTIONS OF THE CHIEF EXECUTIVE
OFFICER AND BOARD OF DIRECTORS OF THE COMPANY.
EXECUTIVE SHALL REPORT TO THE
CHIEF EXECUTIVE OFFICER.
IN ADDITION, DURING THE PERIOD OF EXECUTIVE'S
EMPLOYMENT UNDER THIS AGREEMENT, EXECUTIVE MAY SERVE AS AN OFFICER AND/OR
DIRECTOR OF A SUBSIDIARY OR SUBSIDIARIES IF REQUESTED TO DO SO BY THE BOARD.
EXECUTIVE MAY RESIGN FROM THE BOARD OF DIRECTORS OF ANY SUBSIDIARIES AT ANY TIME
IN HIS SOLE AND ABSOLUTE DISCRETION.
3.
TERM OF AGREEMENT.
THE TERM OF THIS AGREEMENT SHALL