SUBMITTED TO THE COMPANY WITHIN ONE YEAR FROM THE
TERMINATION DATE.
(D)
NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY,
BUT SUBJECT TO SECTION 11 HEREOF, UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
FOR ANY REASON, THE EXECUTIVE WILL IN ALL EVENTS RECEIVE, WHEN THEY WOULD
OTHERWISE BE THEN DUE AND OWING, ANY AMOUNTS THAT, AS OF HIS TERMINATION DATE,
HAVE ACCRUED AND BECOME VESTED UNDER THE PLIANT 2006 RESTRICTED STOCK INCENTIVE
PLAN, THE PLIANT DEFERRED CASH INCENTIVE PLAN, THE COMPANY'S QUALIFIED AND
NONQUALIFIED RETIREMENT PLANS, ALL STATUTORY RIGHTS TO RECEIVE OR PURCHASE
WELFARE BENEFITS, REIMBURSEMENT FOR UNREIMBURSED EXPENSES IN ACCORDANCE WITH THE
POLICIES OF THE COMPANY IN EFFECT AS OF THE TERMINATION DATE, ACCRUED VACATION
PAY, AND ANY OTHER EMPLOYEE BENEFITS OWING TO HIM AS OF THE TERMINATION DATE,
ALL AS DETERMINED IN ACCORDANCE WITH THE APPLICABLE TERMS OF THE PLANS
THEMSELVES AND THE LAWS APPLICABLE TO THEM.
IN ADDITION, THE COMPANY SHALL
CONTINUE (I) TO INDEMNIFY THE EXECUTIVE FOR ACTS AND OMISSIONS WHICH OCCURRED
PRIOR TO THE TERMINATION DATE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS OF
THE COMPANY'S ORGANIZATIONAL DOCUMENTS REFERRED TO IN SECTION 15(B) AS THEY ARE
IN EFFECT ON THE TERMINATION
6
DATE AND (II) TO RETAIN COVERAGE FOR THE EXECUTIVE UNDER THE COMPANY'S DIRECTORS
AND OFFICERS LIABILITY INSURANCE POLICIES AS PROVIDED IN SECTION 15(A).
(E)
IF THE EXECUTIVE IS EMPLOYED AS THE PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY FOLLOWING AN EXPIRATION (SUCH PERIOD, THE
"POST-EMPLOYMENT AGREEMENT PERIOD") AND NO OTHER EVENT OF TERMINATION OF
EMPLOYMENT UNDER THIS AGREEMENT HAS OCCURRED PRIOR TO SUCH EXPIRATION, THE
EXECUTIVE SHALL BE EMPLOYED BY THE COMPANY AS AN "AT-WILL" EMPLOYEE DURING THE
POST-EMPLOYMENT AGREEMENT PERIOD.
ACCORDINGLY, THE EXECUTIVE'S EMPLOYMENT MAY
BE TERMINATED AT ANY TIME DURING THE POST-EMPLOYMENT AGREEMENT PERIOD, FOR ANY
REASON.
SUBJECT TO SECTION 17(B), IF THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY IS TERMINATED BY THE COMPANY AT ANY TIME DURING THE POST-EMPLOYMENT
AGREEMENT PERIOD FOR REASONS THAT CONSTITUTE A TERMINATION WITHOUT CAUSE, THE
EXECUTIVE OR HIS BENEFICIARIES OR ESTATE SHALL RECEIVE THE MONTHLY PORTION OF
THE BASE SALARY, PAYABLE MONTHLY, DURING THE PERIOD BEGINNING ON THE DATE HIS
EMPLOYMENT WITH THE COMPANY IS TERMINATED AND ENDING ON THE FIRST ANNIVERSARY
THEREOF; PROVIDED, HOWEVER, THAT IN THE EVENT OF A BREACH BY THE EXECUTIVE OF
SECTIONS 6, 7, 8 OR 9, THE PROVISIONS OF SECTION 11 SHALL APPLY.
(F)
THE EXECUTIVE, SO LONG AS HE IS EMPLOYED BY THE COMPANY AS
PRESIDENT AND CHIEF EXECUTIVE OFFICER, REGARDLESS OF WHETHER OR NOT THIS
AGREEMENT SHALL TERMINATE OR AN EXPIRATION SHALL OCCUR, SHALL BE ELECTED TO THE
BOARD AND SHALL BE A MEMBER OF THE BOARD PURSUANT AND SUBJECT TO THE
STOCKHOLDERS AGREEMENT.
UPON TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY FOR
ANY REASON, THE EXECUTIVE SHALL BE DEEMED TO HAVE AUTOMATICALLY RESIGNED AS AN
OFFICER, MANAGER, MEMBER AND DIRECTOR OF THE COMPANY AND ITS SUBSIDIARIES AND
THE EXECUTIVE SHALL EXECUTE AND DELIVER TO THE COMPANY DOCUMENTATION EVIDENCING
SUCH RESIGNATIONS (BUT THE FAILURE