OR HER EMPLOYMENT WITH THE COMPANY FOR GOOD REASON (AS
DEFINED BELOW), THE COMPANY SHALL PAY THE EMPLOYEE, FROM THE DATE OF
TERMINATION, IN ADDITION TO ANY PAYMENTS TO WHICH THE EMPLOYEE IS ENTITLED UNDER
THE COMPANY'S SEVERANCE PAY PLAN, TWENTY-FOUR (24) MONTHS OF BASE SALARY AT THE
EMPLOYEE'S ANNUAL BASE SALARY LEVEL IN EFFECT AT THE TIME OF SUCH TERMINATION OR
IMMEDIATELY PRIOR TO THE SALARY REDUCTION THAT SERVES AS THE BASIS FOR
TERMINATION FOR GOOD REASON.
EMPLOYEE WILL ALSO BE ENTITLED TO PAYMENT OF AN
AMOUNT OF CASH EQUAL TO $20,000.
THE AGGREGATE BASE SALARY AND OTHER CASH
AMOUNT PAYABLE SHALL BE PAID BY THE COMPANY TO THE EMPLOYEE IN ONE LUMP SUM ON
THE FIRST DAY FOLLOWING THE SIX (6) MONTH ANNIVERSARY OF THE DATE OF THE
EMPLOYEE'S TERMINATION.
FOR
3
PURPOSES OF THIS AGREEMENT, THE TERM "TERMINATION" WHEN USED IN THE CONTEXT OF A
CONDITION TO, OR TIMING OF, PAYMENT HEREUNDER SHALL BE INTERPRETED TO MEAN A
"SEPARATION FROM SERVICE" AS THAT TERM IS USED IN SECTION 409A OF THE CODE.
(B)
EMPLOYEE WILL ALSO BE ENTITLED TO TWENTY-FOUR (24) MONTHS OF
HEALTH BENEFITS CONTINUATION IF TERMINATED UNDER CIRCUMSTANCES DESCRIBED IN
SUBPART (A) ABOVE.
TO THE EXTENT ANY SUCH BENEFITS CANNOT BE PROVIDED TO THE
EMPLOYEE ON A NON-TAXABLE BASIS AND THE PROVISION THEREOF WOULD CAUSE ANY PART
OF THE BENEFITS TO BE SUBJECT TO ADDITIONAL TAXES AND INTEREST UNDER
SECTION 409A OF THE CODE, THEN THE PROVISION OF SUCH BENEFITS SHALL BE DEFERRED
TO THE EARLIEST DATE UPON WHICH SUCH BENEFITS CAN BE PROVIDED WITHOUT BEING
SUBJECT TO SUCH ADDITIONAL TAXES AND INTEREST.
(C)
SOLELY FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL INCLUDE:
I.
THE CONVICTION OF A FELONY, A CRIME OF MORAL TURPITUDE OR FRAUD
OR HAVING COMMITTED FRAUD, MISAPPROPRIATION OR EMBEZZLEMENT IN CONNECTION WITH
THE PERFORMANCE OF HIS DUTIES HEREUNDER,
II.
WILLFUL AND REPEATED FAILURES TO SUBSTANTIALLY PERFORM HIS
ASSIGNED DUTIES; OR
III.
A VIOLATION OF ANY PROVISION OF THIS AGREEMENT OR EXPRESS
SIGNIFICANT POLICIES OF THE COMPANY.
(D)
SOLELY FOR PURPOSES OF THIS AGREEMENT, TERMINATION FOR "GOOD
REASON" SHALL MEAN TERMINATION OF EMPLOYMENT BY THE EMPLOYEE WITHIN NINETY (90)
DAYS AFTER:
I.
BEING DEMOTED, OR
II.
BEING GIVEN NOTICE OF A REDUCTION IN HIS OR HER ANNUAL BASE
SALARY (OTHER THAN A REDUCTION OF NOT MORE THAN 10% APPLICABLE TO ALL SENIOR
OFFICERS OF THE COMPANY).
(E)
THE COMPANY'S OBLIGATION TO PROVIDE CONTINUING SALARY AND HEALTH
INSURANCE BENEFITS UNDER THIS SECTION 3 SHALL BE CONTINGENT UPON THE FOLLOWING:
I.
EMPLOYEE'S EXECUTION OF A RELEASE IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, WHICH RELEASES ANY AND ALL CLAIMS (OTHER THAN AMOUNTS
TO BE PAID TO EMPLOYEE AS EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT) THE
EMPLOYEE HAS OR MAY HAVE AGAINST THE COMPANY OR ITS SUBSIDIARIES, AGENTS,
OFFICERS, DIRECTORS, SUCCESSORS OR
4
ASSIGNS ARISING UNDER ANY PUBLIC POLICY, TORT, CONTRACT OR COMMON LAW OR ANY
PROVISION OF STATE, FEDERAL OR LOCAL LAW, INCLUDING, BUT NOT LIMITED TO, THE
PENNSYLVANIA HUMAN RELATIONS ACT, THE