NO EVENT LATER THAN THE LAST DAY OF BROWN'S TAXABLE YEAR FOLLOWING THE
TAXABLE YEAR FOR WHICH THE EXCISE TAX IS DUE.
8.
TERMINATION FOR CAUSE. BROWN'S
EMPLOYMENT UNDER THIS AGREEMENT MAY BE TERMINATED BY THE CORPORATION,
IMMEDIATELY UPON WRITTEN NOTICE IN THE EVENT AND ONLY IN THE EVENT OF THE
FOLLOWING CONDUCT:
CONVICTION OF A FELONY OR ANY OTHER CRIME INVOLVING MORAL
TURPITUDE, WHETHER OR NOT RELATING TO BROWN'S EMPLOYMENT; HABITUAL UNEXCUSED
ABSENCE FROM THE FACILITIES OF THE CORPORATION; HABITUAL SUBSTANCE ABUSE;
WILLFUL DISCLOSURE OF MATERIAL CONFIDENTIAL INFORMATION OF THE CORPORATION
AND/OR ITS SUBSIDIARIES OR OTHER AFFILIATES; INTENTIONAL VIOLATION OF CONFLICTS
OF INTEREST POLICIES ESTABLISHED BY THE BOARD OF DIRECTORS; WANTON OR WILLFUL
FAILURE TO COMPLY WITH THE LAWFUL WRITTEN DIRECTIONS OF THE BOARD OR OTHER
SUPERIORS; AND WILLFUL MISCONDUCT OR GROSS NEGLIGENCE THAT RESULTS IN DAMAGE TO
THE INTERESTS OF THE CORPORATION AND ITS SUBSIDIARIES OR OTHER AFFILIATES.
SHOULD ANY OF THESE SITUATIONS OCCUR, THE BOARD OF DIRECTORS AND/OR THE CHIEF
EXECUTIVE OFFICER WILL PROVIDE BROWN WRITTEN NOTICE SPECIFYING THE EFFECTIVE
DATE OF SUCH TERMINATION. UPON THE EFFECTIVE DATE OF SUCH TERMINATION, ANY AND
ALL PAYMENTS AND BENEFITS DUE BROWN UNDER THIS AGREEMENT SHALL CEASE EXCEPT FOR
ANY ACCRUED AND VESTED BENEFITS PAYABLE
6
UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES, INCLUDING ANY UNPAID
AMOUNTS OWED UNDER THE ANNUAL BONUS PLAN OR ANY OTHER INCENTIVE COMPENSATION
PLAN.
9.
MAJOR TRANSACTION. IF, DURING THE TERM,
THE CORPORATION CONSUMMATES A MAJOR TRANSACTION AND BROWN IS NOT THE EXECUTIVE
VICE PRESIDENT OF MANUFACTURING WITH DUTIES AND RESPONSIBILITIES SUBSTANTIALLY
EQUIVALENT TO THOSE DESCRIBED HEREIN AND/OR IS NOT ENTITLED TO SUBSTANTIALLY THE
SAME BENEFITS AS SET FORTH IN THIS AGREEMENT, THEN BROWN SHALL HAVE THE RIGHT TO
TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT AND SHALL BE ENTITLED TO THE
BENEFITS SET FORTH IN SECTION 7(A), EXCEPT THAT THE SEVERANCE PERIOD SHALL MEAN
THE PERIOD FROM THE DATE OF TERMINATION OF EMPLOYMENT TO THE SECOND (2ND)
ANNIVERSARY OF THE DATE OF SUCH TERMINATION.
BROWN SHALL PROVIDE THE
CORPORATION WITH WRITTEN NOTICE OF HIS DESIRE TO TERMINATE HIS EMPLOYMENT UNDER
THIS AGREEMENT PURSUANT TO THIS PARAGRAPH WITHIN NINETY (90) DAYS OF THE
EFFECTIVE DATE OF THE MAJOR TRANSACTION AND THE SEVERANCE PERIOD SHALL COMMENCE
AS OF THE EFFECTIVE DATE OF THE TERMINATION OF THIS AGREEMENT, PROVIDED THE
CORPORATION HAS NOT CORRECTED THE BASIS FOR SUCH NOTICE WITHIN THIRTY (30) DAYS
AFTER DELIVERY OF SUCH NOTICE AND FURTHER PROVIDED THAT THE EFFECTIVE DATE OF
TERMINATION OF THIS AGREEMENT SHALL NOT BE MORE THAN ONE YEAR FOLLOWING THE
EFFECTIVE DATE OF THE MAJOR TRANSACTION.
FOR PURPOSES OF THIS PARAGRAPH, "MAJOR
TRANSACTION" SHALL MEAN THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE CORPORATION, OR A MERGER, CONSOLIDATION, SALE OF STOCK OR SIMILAR
TRANSACTION OR SERIES OF RELATED TRANSACTIONS WHEREBY A THIRD PARTY (INCLUDING A
"GROUP" AS DEFINED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED) ACQUIRES BENEFICIAL OWNERSHIP, DIRECTLY OR INDIRECTLY, OF SECURITIES
OF THE CORPORATION REPRESENTING OVER FIFTY