ACCRUED AND VESTED BENEFITS PAYABLE
UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES, SHALL CEASE.
4
(III)
CANTWELL SHALL NOT BE REQUIRED TO SEEK OR
ACCEPT ANY OTHER EMPLOYMENT. RATHER, THE ELECTION OF WHETHER TO SEEK OR ACCEPT
OTHER EMPLOYMENT SHALL BE SOLELY WITHIN CANTWELL'S DISCRETION. IF DURING THE
SEVERANCE PERIOD CANTWELL IS RECEIVING ALL OR ANY PART OF THE BENEFITS SET FORTH
IN SUBPARAGRAPH (I) ABOVE AND HE SHOULD DIE, THEN SALARY CONTINUATION REMAINING
DURING THE SEVERANCE PERIOD SHALL BE PAID FULLY AND COMPLETELY TO HIS SPOUSE OR
SUCH INDIVIDUAL DESIGNATED BY HIM OR IF NO SUCH PERSON IS DESIGNATED TO HIS
ESTATE.
(B)
RELEASE. THE OBLIGATION OF THE CORPORATION
TO PROVIDE THE SALARY CONTINUATION AND OTHER BENEFITS DESCRIBED IN SUBPARAGRAPH
(A) ABOVE IS CONTINGENT UPON AND SUBJECT TO THE EXECUTION AND DELIVERY BY
CANTWELL OF A GENERAL RELEASE, IN FORM AND SUBSTANCE SATISFACTORY TO CANTWELL
AND THE CORPORATION.
THE CORPORATION WILL PROVIDE CANTWELL WITH A COPY OF A
GENERAL RELEASE SATISFACTORY TO THE CORPORATION SIMULTANEOUSLY WITH OR AS SOON
AS ADMINISTRATIVELY 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).
CANTWELL 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, CANTWELL
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 CANTWELL 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 CANTWELL FOR THE COMPENSATION OWED FOR SAID NOTICE PERIOD AND IN ANY
SUCH EVENT CANTWELL'S EMPLOYMENT TERMINATION SHALL BE EFFECTIVE AS OF THE DATE
OF THE PAYMENT.
(D)
ALTERATION OF DUTIES.
IF THE