VESTED BENEFITS PAYABLE UNDER THE CORPORATION'S
EMPLOYMENT AND BENEFIT POLICIES, SHALL CEASE.
4
(III)
HERBES 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 HERBES' DISCRETION. IF DURING THE SEVERANCE PERIOD HERBES
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 HERBES OF A GENERAL
RELEASE, IN FORM AND SUBSTANCE SATISFACTORY TO HERBES AND THE CORPORATION.
THE
CORPORATION WILL PROVIDE HERBES 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 PARAGRAPH 7(A),
OR AT OR AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE EXPIRATION OF THE
CORPORATION'S RIGHT TO CURE PROVIDED IN PARAGRAPH 7(D) OR PARAGRAPH 9, BUT NOT
LATER THAN TWENTY-ONE (21) DAYS BEFORE THE DATE PAYMENTS ARE REQUIRED TO BE
BEGIN UNDER PARAGRAPH 7(A).
HERBES SHALL DELIVER THE EXECUTED RELEASE TO THE
CORPORATION EIGHT DAYS BEFORE THE DATE PAYMENTS ARE REQUIRED TO BEGIN UNDER
PARAGRAPH 7(A).
WITHOUT LIMITING THE FOREGOING, SUCH GENERAL RELEASE SHALL PROVIDE THAT FOR AND
IN CONSIDERATION OF THE ABOVE SALARY CONTINUATION AND OTHER BENEFITS, HERBES
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 HERBES 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 HERBES FOR THE
COMPENSATION OWED FOR SAID NOTICE PERIOD AND IN ANY SUCH EVENT HERBES'
EMPLOYMENT TERMINATION SHALL BE EFFECTIVE AS OF THE DATE OF THE PAYMENT.
(D)
ALTERATION OF DUTIES.
IF THE BOARD OF