CANTWELL
AN AMOUNT (THE "SPECIAL REIMBURSEMENT") WHICH, AFTER PAYMENT OF ANY FEDERAL,
STATE AND LOCAL TAXES, INCLUDING ANY FURTHER EXCISE TAX UNDER CODE SECTION 4999,
WITH RESPECT TO OR RESULTING FROM THE SPECIAL REIMBURSEMENT, WOULD PLACE
CANTWELL IN THE SAME ECONOMIC POSITION THAT HE WOULD HAVE ENJOYED IF THE EXCISE
TAX HAD NOT APPLIED TO SUCH PAYMENTS.
THE SPECIAL REIMBURSEMENT SHALL BE PAID
AS SOON AS PRACTICABLE FOLLOWING FINAL DETERMINATION OF THE AMOUNT OF THE EXCISE
TAX, BUT IN NO EVENT LATER THAN THE LAST DAY OF CANTWELL'S TAXABLE YEAR
FOLLOWING THE TAXABLE YEAR FOR WHICH THE EXCISE TAX IS DUE.
8.
TERMINATION FOR CAUSE. CANTWELL'S
EMPLOYMENT UNDER THIS AGREEMENT MAY BE TERMINATED BY THE CORPORATION,
IMMEDIATELY UPON WRITTEN NOTICE IN THE EVENT AND ONLY IN THE EVENT OF THE
FOLLOWING CONDUCT:
CONVICTION OF A FELONY OR ANY OTHER CRIME INVOLVING MORAL
TURPITUDE, WHETHER OR NOT RELATING TO CANTWELL'S EMPLOYMENT; HABITUAL UNEXCUSED
ABSENCE FROM
6
THE FACILITIES OF THE CORPORATION; HABITUAL SUBSTANCE ABUSE; WILLFUL DISCLOSURE
OF MATERIAL CONFIDENTIAL INFORMATION OF THE CORPORATION AND/OR ITS SUBSIDIARIES
OR OTHER AFFILIATES; INTENTIONAL VIOLATION OF CONFLICTS OF INTEREST POLICIES
ESTABLISHED BY THE BOARD OF DIRECTORS; WANTON OR WILLFUL FAILURE TO COMPLY WITH
THE LAWFUL WRITTEN DIRECTIONS OF THE BOARD OR OTHER SUPERIORS; AND WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE THAT RESULTS IN DAMAGE TO THE INTERESTS OF THE
CORPORATION AND ITS SUBSIDIARIES OR OTHER AFFILIATES. SHOULD ANY OF THESE
SITUATIONS OCCUR, THE BOARD OF DIRECTORS AND/OR THE CHIEF EXECUTIVE OFFICER WILL
PROVIDE CANTWELL WRITTEN NOTICE SPECIFYING THE EFFECTIVE DATE OF SUCH
TERMINATION. UPON THE EFFECTIVE DATE OF SUCH TERMINATION, ANY AND ALL PAYMENTS
AND BENEFITS DUE CANTWELL UNDER THIS AGREEMENT SHALL CEASE EXCEPT FOR ANY
ACCRUED AND VESTED BENEFITS PAYABLE UNDER THE CORPORATION'S EMPLOYMENT AND
BENEFIT POLICIES, INCLUDING ANY UNPAID AMOUNTS OWED UNDER THE ANNUAL BONUS PLAN
OR ANY OTHER INCENTIVE COMPENSATION PLAN.
9.
MAJOR TRANSACTION. IF, DURING THE TERM,
THE CORPORATION CONSUMMATES A MAJOR TRANSACTION AND CANTWELL IS NOT THE
EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER WITH DUTIES AND
RESPONSIBILITIES SUBSTANTIALLY EQUIVALENT TO THOSE DESCRIBED HEREIN AND/OR IS
NOT ENTITLED TO SUBSTANTIALLY THE SAME BENEFITS AS SET FORTH IN THIS AGREEMENT,
THEN CANTWELL SHALL HAVE THE RIGHT TO TERMINATE HIS EMPLOYMENT UNDER THIS
AGREEMENT AND SHALL BE ENTITLED TO THE BENEFITS SET FORTH IN SECTION 7(A),
EXCEPT THAT THE SEVERANCE PERIOD SHALL MEAN THE PERIOD FROM THE DATE OF
TERMINATION OF EMPLOYMENT TO THE SECOND (2ND) ANNIVERSARY OF THE DATE OF SUCH
TERMINATION.
CANTWELL SHALL PROVIDE THE CORPORATION WITH WRITTEN NOTICE OF HIS
DESIRE TO TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT PURSUANT TO THIS
PARAGRAPH WITHIN NINETY (90) DAYS OF THE EFFECTIVE DATE OF THE MAJOR TRANSACTION
AND THE SEVERANCE PERIOD SHALL COMMENCE AS OF THE EFFECTIVE DATE OF THE
TERMINATION OF THIS AGREEMENT, PROVIDED THE CORPORATION HAS NOT CORRECTED THE
BASIS FOR SUCH NOTICE WITHIN THIRTY (30) DAYS AFTER DELIVERY OF SUCH NOTICE AND
FURTHER PROVIDED THAT THE EFFECTIVE DATE OF TERMINATION OF THIS AGREEMENT SHALL
NOT BE MORE