THE
CORPORATION.
THE CORPORATION WILL PROVIDE WENNER WITH A COPY OF A GENERAL
RELEASE SATISFACTORY TO THE CORPORATION SIMULTANEOUSLY WITH OR AS SOON AS
ADMINISTRATIVELY
4
PRACTICABLE FOLLOWING THE DELIVERY OF THE NOTICE OF TERMINATION PROVIDED IN
SECTION 7(A), OR AT OR AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE
EXPIRATION OF THE CORPORATION'S RIGHT TO CURE PROVIDED IN SECTION 7(D) OR
SECTION 9, BUT NOT LATER THAN TWENTY-ONE (21) DAYS BEFORE THE DATE PAYMENTS ARE
REQUIRED TO BE BEGIN UNDER SECTION 7(A).
WENNER SHALL DELIVER THE EXECUTED
RELEASE TO THE CORPORATION EIGHT DAYS BEFORE THE DATE PAYMENTS ARE REQUIRED TO
BEGIN UNDER SECTION 7(A).
WITHOUT LIMITING THE FOREGOING, SUCH GENERAL RELEASE SHALL PROVIDE THAT FOR AND
IN CONSIDERATION OF THE ABOVE SALARY CONTINUATION AND OTHER BENEFITS, WENNER
RELEASES AND GIVES UP ANY AND ALL CLAIMS AND RIGHTS ENSUING FROM HIS EMPLOYMENT
AND TERMINATION WITH THE CORPORATION, WHICH HE MAY HAVE AGAINST THE CORPORATION,
A SUBSIDIARY OR OTHER AFFILIATE, THEIR RESPECTIVE TRUSTEES, OFFICERS, MANAGERS,
EMPLOYEES AND AGENTS, ARISING FROM OR RELATED TO HIS EMPLOYMENT AND/OR
TERMINATION.
THIS RELEASES ALL CLAIMS, WHETHER BASED UPON FEDERAL, STATE, LOCAL
OR COMMON LAW, RULES OR REGULATIONS.
SUCH RELEASE SHALL SURVIVE THE TERMINATION
OR EXPIRATION OF THIS AGREEMENT.
(C)
VOLUNTARY TERMINATION.
SHOULD WENNER IN
HIS DISCRETION ELECT TO TERMINATE THIS AGREEMENT, HE SHALL GIVE THE CORPORATION
AT LEAST SIXTY (60) DAYS PRIOR WRITTEN NOTICE OF HIS DECISION TO TERMINATE.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AT THE END OF THE SIXTY (60) DAY
NOTICE PERIOD, ALL RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES TO THE
AGREEMENT SHALL CEASE, EXCEPT FOR ANY AND ALL ACCRUED AND VESTED BENEFITS UNDER
THE CORPORATION'S EXISTING EMPLOYMENT AND BENEFIT POLICIES, INCLUDING BUT NOT
LIMITED TO, UNPAID INCENTIVE COMPENSATION AWARDS EARNED UNDER THE ANNUAL BONUS
PLAN OR ANY OTHER INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE
PERIODS. AT ANY TIME DURING THE SIXTY (60) DAY NOTICE PERIOD, THE CORPORATION
MAY PAY WENNER FOR THE COMPENSATION OWED FOR SAID NOTICE PERIOD AND IN ANY SUCH
EVENT WENNER'S EMPLOYMENT TERMINATION SHALL BE EFFECTIVE AS OF THE DATE OF THE
PAYMENT.
(D)
ALTERATION OF DUTIES.
IF THE BOARD OF
DIRECTORS OF THE CORPORATION IN ITS SOLE DISCRETION TAKES ACTION WHICH
SUBSTANTIALLY CHANGES OR ALTERS WENNER'S AUTHORITY OR DUTIES SO AS TO
EFFECTIVELY PREVENT HIM FROM PERFORMING THE DUTIES OF THE PRESIDENT AND CHIEF
EXECUTIVE OFFICER AS DEFINED IN THIS AGREEMENT, OR REQUIRES THAT HIS OFFICE BE
LOCATED AT AND/OR PRINCIPAL DUTIES BE PERFORMED AT A LOCATION MORE THAN
FORTY-FIVE (45) MILES FROM THE PRESENT CORPORATION OFFICE LOCATED IN PARSIPPANY,
NEW JERSEY, THEN WENNER MAY, AT HIS OPTION AND UPON WRITTEN NOTICE TO THE BOARD
OF DIRECTORS WITHIN THIRTY (30) DAYS AFTER THE BOARD'S ACTION, CONSIDER HIMSELF
TERMINATED WITHOUT CAUSE AND ENTITLED TO THE BENEFITS SET FORTH IN SECTION 7(A),
UNLESS WITHIN THIRTY (30) DAYS AFTER DELIVERY OF SUCH NOTICE, WENNER'S DUTIES
HAVE BEEN RESTORED.
(E)
DISABILITY.
(I)
THE CORPORATION, IN ITS SOLE DISCRETION, MAY TERMINATE WENNER'S
EMPLOYMENT UPON HIS TOTAL DISABILITY. IN THE