AT ANY TIME TO
TERMINATE THE EMPLOYMENT OF ANY EMPLOYEE.
NOTWITHSTANDING THIS RIGHT OF
TERMINATION, HOWEVER, IF AN EMPLOYEE'S EMPLOYMENT WITH THE COMPANY PRIOR TO THE
EFFECTIVE TIME OF SETTLEMENT IS TERMINATED (A) BY THE COMPANY, FOR ANY REASON
OTHER THAN FOR "CAUSE," INCLUDING DEATH OR DISABILITY, OR (B) BY AN EMPLOYEE,
BECAUSE THE COMPANY HAS CHANGED ANY OF THE MATERIAL TERMS OF AN EMPLOYEE'S
EMPLOYMENT (E.G. JOB DUTIES, EXISTING REMUNERATION AND BENEFITS, PLACE OF WORK)
AND SUCH CHANGE HAS MADE AN EMPLOYEE'S JOB SUBSTANTIALLY MORE ONEROUS FOR SUCH
EMPLOYEE, THEN, SUCH EMPLOYEE SHALL BE ENTITLED TO, AND THE COMPANY SHALL PAY,
SUCH EMPLOYEE HIS BONUS AT THE TIME AND ON THE TERMS OTHERWISE SPECIFIED IN THE
EMPLOYEE'S RETENTION AWARD AGREEMENT.
SUBJECT TO THE PROVISIONS OF A PARTICULAR
RETENTION AWARD AGREEMENT, ON TERMINATION OF AN EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY, ANY BONUS AWARDED TO SUCH EMPLOYEE SHALL BE FORFEITED BY THE EMPLOYEE.
UPON ANY FORFEITURE, ALL RIGHTS OF THE EMPLOYEE WITH RESPECT TO HIS BONUS AND
HIS RETENTION AWARD AGREEMENT SHALL CEASE AND TERMINATE WITHOUT ANY FURTHER
OBLIGATION ON THE PART OF THE COMPANY.
THE SPECIAL COMMITTEE WILL HAVE
DISCRETION TO DETERMINE WHETHER THE EMPLOYMENT OF ANY EMPLOYEE HAS TERMINATED
AND THE DATE ON WHICH SUCH EMPLOYMENT TERMINATES OR HAS TERMINATED AND WHETHER
THE EMPLOYEE'S EMPLOYMENT TERMINATED AS A RESULT OF THE DISABILITY OR DEATH OF
THE EMPLOYEE.
(E)
NON-ASSIGNABILITY.
NO EMPLOYEE MAY ASSIGN, PLEDGE OR OTHERWISE
DISPOSE OF ANY OF HIS RIGHTS, OBLIGATIONS OR INTERESTS IN A BONUS OR A RETENTION
AWARD AGREEMENT, OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION.
(F)
WITHHOLDING TAXES.
THE SPECIAL COMMITTEE MAY ESTABLISH SUCH
RULES AND PROCEDURES AS IT CONSIDERS DESIRABLE IN ORDER TO SATISFY ANY
OBLIGATION OF THE COMPANY TO WITHHOLD THE STATUTORY PRESCRIBED MINIMUM AMOUNT OF
FEDERAL OR STATE INCOME TAXES OR OTHER TAXES WITH RESPECT TO ANY BONUS.
PRIOR
TO PAYMENT OF ANY BONUS, THE COMPANY WILL WITHHOLD, OR CAUSE TO BE WITHHELD,
FROM ANY BONUS ALL INCOME, EMPLOYMENT AND OTHER TAXES AND BENEFITS AS THE
COMPANY DEEMS NECESSARY TO SATISFY THE EMPLOYEE'S OBLIGATIONS PURSUANT TO ANY
AND ALL LAWS OR GOVERNMENT REGULATIONS OR RULINGS, OR IF APPLICABLE, EMPLOYEE
BENEFIT PLANS.
(G)
NO OFFSET.
THE COMPANY DOES NOT HAVE, AND WILL NOT ATTEMPT TO
EXERCISE, ANY RIGHT OF OFFSET, RECOUPMENT, COUNTERCLAIM OR SIMILAR RIGHT TO
REDUCE OR EXCUSE PAYMENT OF ANY BONUS FOR ANY CLAIM OR PAYMENT, EXCEPT WITH
REGARD TO THE OBLIGATIONS SET FORTH IN SECTION 6(F) ABOVE.
(H)
MODIFICATION, EXTENSION AND RENEWAL.
THE SPECIAL COMMITTEE SHALL
HAVE THE POWER TO MODIFY, CANCEL, EXTEND OR RENEW ANY AND ALL RETENTION AWARD
AGREEMENTS AND TO AUTHORIZE THE GRANT OF NEW BONUSES AND THE ENTRY OF NEW
RETENTION AWARD AGREEMENTS IN SUBSTITUTION THEREFOR, PROVIDED THAT ANY SUCH
ACTION MAY NOT, WITHOUT THE WRITTEN CONSENT OF THE EFFECTED EMPLOYEE, IMPAIR ANY
RIGHTS UNDER ANY BONUS AND RETENTION AWARD AGREEMENT PREVIOUSLY GRANTED TO SUCH
EMPLOYEE.
4
7.
INTERPRETATION.
SUBJECT TO COURT APPROVAL, THE SPECIAL COMMITTEE
SHALL HAVE FULL