If a change in control of the Corporation occurs, and within twelve
months thereafter the executive's employment is terminated by the Company
without cause, or by the executive for certain specific reasons, the executive
will receive severance payments and certain other benefits. The specific reasons
which allow the executive to resign and receive the benefits are: (1) a
reduction in status or position with the Company, (2) a reduction by the Company
in the executive's annual rate of base salary, and (3) relocation.
If the executive resigns for one of the specific reasons, or is terminated
without cause, the executive will be entitled to receive: (1) a severance
payment equal to three times his base salary plus standard bonus, payable over a
two year period, (2) continued participation for a period of thirty six months
in group medical, dental and/or life insurance plans and (3) enhanced benefits
under the Company's Supplemental Compensation Plan.
A change in control of the Company for these purposes means the occurrence
of any of these events: (1) a sale of all or substantially all of the assets of
the Company to any person or group other than certain designated individuals:
(2) any person or group, other than certain designated individuals, become the
beneficial owner or owners of more than 50 percent of the total voting stock of
the Company, including by way of merger, consolidation or otherwise: (3)
Lawrence Sills ceases to be the Chairman of the Board of Directors of the
Company or the Chief Executive Officer of the Company.