ASSOCIATE'S EMPLOYMENT AND CONTINUED
EMPLOYMENT, THE PAYMENT OF ASSOCIATE'S COMPENSATION BY THE CORPORATION, THE
CORPORATION ENTRUSTING ASSOCIATE WITH CONFIDENTIAL INFORMATION (AS DEFINED
BELOW), AND THE BENEFITS PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION THE
SPECIAL SEVERANCE PAYMENT, THE PARTIES HAVE ENTERED INTO THE ASSOCIATE
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT ATTACHED AS
EXHIBIT B HERETO, WHICH IS HEREBY INCORPORATED BY REFERENCE HEREIN AND MAKE A
PART HEREOF AS IF SET FORTH IN FULL HEREIN.
FOURTH:
CONTINUED MEDICAL COVERAGE.
IF ASSOCIATE'S EMPLOYMENT IS TERMINATED IN
EITHER OF THE CIRCUMSTANCES DESCRIBED IN ARTICLE FIRST, PART A HEREOF, IN THE
EVENT ASSOCIATE TIMELY ELECTS UNDER THE PROVISIONS OF COBRA TO CONTINUE HIS
GROUP HEALTH PLAN COVERAGE THAT WAS IN EFFECT PRIOR TO THE DATE OF THE
TERMINATION OF ASSOCIATE'S EMPLOYMENT WITH
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THE CORPORATION, ASSOCIATE WILL BE ENTITLED TO CONTINUATION OF SUCH COVERAGE, AT
THE CORPORATION'S EXPENSE, FOR A PERIOD OF EIGHTEEN (18) MONTHS FROM THE DATE OF
TERMINATION, PROVIDED THAT ASSOCIATE CONTINUES TO BE ELIGIBLE FOR COBRA
COVERAGE.
FIFTH:
OUTPLACEMENT.
IF ASSOCIATE'S EMPLOYMENT IS TERMINATED IN EITHER OF THE
CIRCUMSTANCES DESCRIBED IN ARTICLE FIRST, PART A HEREOF, ASSOCIATE SHALL BE
ELIGIBLE FOR OUTPLACEMENT SERVICES, AT THE CORPORATION'S EXPENSE AND WITH A
SERVICE SELECTED BY THE CORPORATION IN ITS REASONABLE DISCRETION, FOR UP TO SIX
(6) MONTHS FROM THE DATE OF THE TERMINATION OF ASSOCIATE'S EMPLOYMENT WITH THE
CORPORATION.
SIXTH:
AT WILL EMPLOYMENT.
NOTHING IN THIS AGREEMENT SHALL CONFER UPON THE
ASSOCIATE THE RIGHT TO REMAIN IN THE EMPLOY OF THE CORPORATION, IT BEING
UNDERSTOOD AND AGREED THAT (A) THE ASSOCIATE IS AN EMPLOYEE AT WILL AND SERVES
AT THE PLEASURE OF THE CORPORATION AT SUCH COMPENSATION AS THE CORPORATION SHALL
DETERMINE FROM TIME TO TIME AND (B) THE CORPORATION SHALL HAVE THE RIGHT TO
TERMINATE THE ASSOCIATE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
IN THE
EVENT OF ANY SUCH TERMINATION PRIOR TO THE OCCURRENCE OF A CHANGE IN CONTROL, NO
AMOUNT SHALL BE PAYABLE BY THE CORPORATION TO THE ASSOCIATE PURSUANT TO
ARTICLE FIRST HEREOF.
SEVENTH:
COSTS OF ENFORCEMENT.
IN THE EVENT THAT THE ASSOCIATE INCURS ANY
COSTS OR EXPENSES, INCLUDING ATTORNEY'S FEES, IN THE ENFORCEMENT OF HIS RIGHTS
UNDER THIS AGREEMENT THEN, UNLESS THE CORPORATION IS WHOLLY SUCCESSFUL IN
DEFENDING AGAINST THE ENFORCEMENT OF SUCH RIGHTS, THE CORPORATION SHALL PAY TO
THE ASSOCIATE ALL SUCH COSTS AND EXPENSES SIXTY (60) DAYS FOLLOWING A FINAL
DECISION.
EIGHTH:
TERM.
THE INITIAL TERM OF THIS AGREEMENT SHALL BE FOR THREE (3) YEARS
FROM THE DATE HEREOF, AND THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR
SUCCESSIVE THREE (3) YEAR TERMS UNLESS TERMINATED BY THE CORPORATION, IN ITS
SOLE DISCRETION, BY DELIVERING TO ASSOCIATE
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WRITTEN NOTICE THEREOF PROVIDED TO ASSOCIATE AT LEAST 18 MONTHS PRIOR TO THE END
OF THE INITIAL TERM OR SUCH SUCCESSIVE TERMS, AS APPLICABLE.
NINTH:
NOTICES.
ALL NOTICES HEREUNDER SHALL BE IN WRITING AND SHALL BE SENT BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IF INTENDED FOR THE
CORPORATION SHALL BE ADDRESSED TO IT, ATTENTION OF ITS PRESIDENT, 75 MAXESS