LERNER ACCEPTS OTHER EMPLOYMENT DURING THE SEVERANCE PERIOD, THE
CORPORATION SHALL CONTINUE THE SALARY CONTINUATION IN FORCE UNTIL THE END OF THE
SEVERANCE PERIOD. ALL OTHER BENEFITS DESCRIBED IN SUBPARAGRAPH (I)(2) AND THE
BENEFIT SET FORTH IN (I)(3), OTHER THAN ALL ACCRUED AND VESTED BENEFITS PAYABLE
UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES, SHALL CEASE.
(III)
LERNER 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
4
LERNER'S DISCRETION. IF DURING THE SEVERANCE PERIOD LERNER 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 LERNER
OF A GENERAL RELEASE, IN FORM AND SUBSTANCE SATISFACTORY TO LERNER AND THE
CORPORATION.
WITHOUT LIMITING THE FOREGOING, SUCH GENERAL RELEASE SHALL PROVIDE
THAT FOR AND IN CONSIDERATION OF THE ABOVE SALARY CONTINUATION AND OTHER
BENEFITS, LERNER 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 LERNER 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 INCENTIVE
COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE PERIODS. AT ANY TIME DURING THE
SIXTY (60) DAY NOTICE PERIOD, THE CORPORATION MAY PAY LERNER FOR THE
COMPENSATION OWED FOR SAID NOTICE PERIOD AND IN ANY SUCH EVENT LERNER'S
EMPLOYMENT TERMINATION SHALL BE EFFECTIVE AS OF THE DATE OF THE PAYMENT.
(D)
GOOD REASON. IF (I) THE BOARD OF DIRECTORS
OF THE CORPORATION OR THE CHIEF EXECUTIVE OFFICER, IN EITHER OF THEIR SOLE
DISCRETION, TAKES ACTION WHICH SUBSTANTIALLY CHANGES OR ALTERS LERNER'S
AUTHORITY OR DUTIES SO AS TO EFFECTIVELY PREVENT HIM FROM PERFORMING THE DUTIES
OF THE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY AS DEFINED IN THIS
AGREEMENT, OR REQUIRES THAT HIS OFFICE BE LOCATED AT AND/OR PRINCIPAL DUTIES BE
PERFORMED AT A