DEFINED IN SECTION 3 HEREOF, HAS OCCURRED,
AND THE COMPANY AGREES THAT IT WILL NOT TERMINATE YOUR EMPLOYMENT DURING SUCH
PERIOD UNLESS IT SHALL PROVIDE YOU WITH THE SEVERANCE BENEFITS SET FORTH IN
SECTION 5 HEREOF.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "PERSON" SHALL MEAN
AND INCLUDE ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, GROUP, ASSOCIATION, OR
OTHER "PERSON," AS SUCH TERM IS USED IN SECTION 14(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (THE "EXCHANGE ACT"), OTHER THAN THE COMPANY OR ANY EMPLOYEE BENEFIT
PLAN(S) SPONSORED BY THE COMPANY.
C.
CONFIDENTIALITY.
YOU ACKNOWLEDGE THAT BY REASON OF THE CAPACITY
IN WHICH YOU HAVE BEEN EMPLOYED, (A) YOU HAVE FINANCIAL INFORMATION REGARDING
THE COMPANY WHICH HAS NOT BEEN PUBLICLY DISCLOSED AND WHICH IS CONFIDENTIAL TO
THE COMPANY, AND (B) DISCLOSURE OF SUCH FINANCIAL INFORMATION COULD CAUSE
IRREPARABLE HARM TO THE COMPANY.
YOU AGREE THAT YOU WILL NOT DISCLOSE, WITHOUT
PRIOR WRITTEN CONSENT OF THE COMPANY, ANY FINANCIAL INFORMATION REGARDING THE
COMPANY WHICH HAS NOT BEEN PUBLICLY DISCLOSED BY THE COMPANY.
2.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL COMMENCE ON THE DATE
HEREOF AND SHALL CONTINUE IN EFFECT UNTIL DECEMBER 31, 2002.
A.
THIS AGREEMENT SHALL BE EXTENDED AS FOLLOWS:
I.
THE TERM OF THE AGREEMENT SHALL AUTOMATICALLY BE EXTENDED FOR
ONE ADDITIONAL YEAR UNLESS EITHER YOU OR THE COMPANY GIVE NOTICE AT LEAST 30
DAYS BEFORE THE END OF ANY CALENDAR YEAR THAT THE AGREEMENT WILL NOT BE
EXTENDED.
II.
THE TERM OF THE AGREEMENT (AS EXTENDED UNDER I.) SHALL BE
EXTENDED BY AN ADDITIONAL 36 MONTHS, IF A CHANGE IN CONTROL OF THE COMPANY (AS
DEFINED IN SECTION 3) OCCURS.
B.
THIS AGREEMENT SHALL TERMINATE WHEN THE FIRST OF THE FOLLOWING
OCCURS:
I.
THE AGREEMENT'S NORMAL TERM, AS EXTENDED UNDER A, EXPIRES.
II.
EITHER YOU OR THE COMPANY TERMINATE YOUR EMPLOYMENT BEFORE A
CHANGE IN CONTROL OF THE COMPANY.
2
III.
YOUR BENEFITS UNDER THE COMPANY'S EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME PLAN BECOME FULLY VESTED.
PROVIDED, HOWEVER, that the benefits to the Employee provided in Section 5.c.iii
and Section 5.d shall not terminate upon vesting in Company's Executive
Supplemental Retirement Income Plan, but shall continue to apply for a period of
three years after such vesting.
3.
CHANGE IN CONTROL.
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN
CONTROL" OF THE COMPANY SHALL MEAN:
A.
A CHANGE IN CONTROL OF A NATURE THAT WOULD BE REQUIRED TO BE
REPORTED IN RESPONSE TO ITEM 6(E) OF SCHEDULE 14A OF REGULATION 14A AS IN EFFECT
ON THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT; PROVIDED THAT, SUCH A CHANGE IN
CONTROL SHALL BE DEEMED TO HAVE OCCURRED ONLY AT SUCH TIME AS ANY PERSON
ACQUIRES, DIRECTLY OR INDIRECTLY, ACTUAL ECONOMIC BENEFICIAL OWNERSHIP (AS
OPPOSED TO "BENEFICIAL OWNERSHIP" AS DEFINED IN RULE 1 3D-3 UNDER THE EXCHANGE
ACT), OF 30 PERCENT OR MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S VOTING
SECURITIES;
B.
DURING ANY PERIOD OF TWO CONSECUTIVE YEARS, INDIVIDUALS WHO AT
THE BEGINNING OF SUCH PERIOD CONSTITUTE THE BOARD CEASE FOR