BROTHERS MERCHANT BANKING PARTNERS, AFFILIATES AND ASSOCIATES OF LEHMAN BROTHERS
MERCHANT BANKING PARTNERS, THEIR SPOUSES, THEIR LINEAL DESCENDANTS AND ANY OTHER
MEMBERS OF THEIR FAMILIES, IF, IN CASES OF CLAUSES (II) THROUGH (IV) ABOVE, SUCH
PERSON AGREES IN WRITING TO BE BOUND BY THE TERMS OF THE EMPLOYEE STOCKHOLDER
AGREEMENT AS A MEMBER OF THE LEHMAN GROUP.
5.8
"PERSON".
ANY INDIVIDUAL, CORPORATION,
BANK, PARTNERSHIP, JOINT VENTURE, ASSOCIATION, JOINT-STOCK COMPANY, TRUST,
UNINCORPORATED ORGANIZATION OR OTHER ENTITY.
5.9
"PRESENT VALUE".
THE TERM "PRESENT VALUE"
ON ANY PARTICULAR DATE SHALL HAVE THE SAME MEANING AS PROVIDED IN
SECTION 280G(D)(4) OF THE CODE.
12
6.
TERMINATION PROCEDURES.
DURING THE
TERM OF THIS AGREEMENT, ANY PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT
(OTHER THAN BY REASON OF DEATH) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF
TERMINATION FROM ONE PARTY HERETO TO THE OTHER PARTY HERETO IN ACCORDANCE WITH
SECTION 10. A NOTICE OF TERMINATION FOR CAUSE IS REQUIRED TO INCLUDE THE
INFORMATION SET FORTH IN SECTION 5.2. "DATE OF TERMINATION," WITH RESPECT TO ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT DURING THE TERM OF THIS
AGREEMENT, SHALL MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS DEATH,
THE DATE OF HIS DEATH, (II) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR
DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT
EXECUTIVE SHALL NOT HAVE RETURNED TO THE FULL-TIME PERFORMANCE OF EXECUTIVE'S
DUTIES DURING SUCH THIRTY (30) DAY PERIOD), AND (III) IF EXECUTIVE'S EMPLOYMENT
IS TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION (WHICH, IN THE CASE OF A TERMINATION BY THE COMPANY, SHALL NOT BE
LESS THAN THIRTY (30) DAYS, EXCEPT IN THE CASE OF A TERMINATION FOR CAUSE; AND
IN THE CASE OF A TERMINATION BY THE EXECUTIVE, SHALL NOT BE LESS THAN THIRTY
(30) DAYS NOR MORE THAN SIXTY (60) DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE
OF TERMINATION IS GIVEN).
7.
CONTRACT NON-ASSIGNABLE.
THE PARTIES
ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO DUE TO, AMONG OTHER
THINGS, THE SPECIAL SKILLS OF EXECUTIVE, AND AGREE THAT THIS AGREEMENT MAY NOT
BE ASSIGNED OR TRANSFERRED BY EXECUTIVE, IN WHOLE OR IN PART, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
8.
SUCCESSORS: BINDING AGREEMENT.
8.1
IN ADDITION TO ANY OBLIGATIONS IMPOSED BY
LAW UPON ANY SUCCESSOR TO, OR TRANSFEROR OF, THE COMPANY, THE COMPANY WILL
REQUIRE ANY SUCCESSOR TO, OR TRANSFEROR OF, ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF THE COMPANY (WHETHER DIRECT OR INDIRECT, BY PURCHASE,
MERGER, REORGANIZATION, LIQUIDATION, CONSOLIDATION OR OTHERWISE) TO EXPRESSLY
ASSUME AND AGREE TO PERFORM
13
THIS AGREEMENT, IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD
BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
8.2
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES AND BY
THE COMPANY'S SUCCESSORS AND ASSIGNS. IF EXECUTIVE SHALL DIE WHILE ANY AMOUNT
WOULD STILL BE PAYABLE TO EXECUTIVE HEREUNDER