{"id":38980,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-bio-technology-general-corp-and-norman-w.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bio-technology-general-corp-and-norman-w","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bio-technology-general-corp-and-norman-w.html","title":{"rendered":"Employment Agreement – Bio-Technology General Corp. and Norman W. Barton"},"content":{"rendered":"
BIO\u0096TECHNOLOGY GENERAL CORP.<\/font><\/b><\/p>\n\n
 <\/font><\/p>\n\n\n\n
Employment\n\nAgreement<\/font><\/b><\/p>\n\n\n\n
for<\/font><\/b><\/p>\n\n\n\n
Norman\n\nW. Barton<\/font><\/b><\/p>\n\n\n\n
Senior\n\nVice President, Chief Medical Officer<\/font><\/b><\/p>\n\n\n\n
 <\/font><\/p>\n\n\n\n
 <\/font><\/p>\n\n\n\n\n\n
\n\n\n\n
\n\n\n\n<\/font><\/div>\n\n\n\n\n\n
\n\n<\/font>\n\n\n\n
 <\/p>\n\n\n\n
Contents<\/font><\/b><\/p>\n\n\n\n
 <\/font><\/p>\n\n\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
Article 1. Term of<\/p>\n
  Employment<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 2. Definitions<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 3.<\/p>\n
  Position and Responsibilities<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 4. Standard of Care<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 5. Compensation<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 6. Expenses<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 7.<\/p>\n
  Employment Terminations<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 8. Change in<\/p>\n
  Control<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 9. Assignment<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 10. Legal<\/p>\n
  Fees and Notice<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article<\/p>\n
  11. Confidentiality and Noncompetition<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 12.<\/p>\n
  Outplacement Assistance<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 13. Miscellaneous<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n<\/tr>\n
\n
Article 14. Governing Law<\/a><\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
 <\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
Employment<\/p>\n
Agreement<\/font><\/b><\/p>\n
 <\/font><\/p>\n
This Agreement is made,<\/p>\n
entered into, and is effective as of the Effective Date, by and between the<\/p>\n
Company and the Executive.<\/font><\/p>\n
 <\/font><\/p>\n
Article 1. Term of Employment<\/font><\/b><\/p>\n
 <\/font><\/p>\n
1.1\u00a0\u00a0\u00a0\u00a0 The Company hereby agrees to employ the<\/p>\n
Executive and the Executive hereby agrees to serve the Company in accordance<\/p>\n
with the terms and conditions set forth herein, for a period of three (3)<\/p>\n
years, commencing as of the Effective Date.<\/font><\/p>\n
 <\/font><\/p>\n
1.2\u00a0\u00a0\u00a0\u00a0 Commencing on the third (3rd) anniversary<\/p>\n
of the Effective Date, and each anniversary thereafter, the term of this<\/p>\n
Agreement shall automatically be extended for one (1) additional year, unless<\/p>\n
at least ninety (90) days prior to such anniversary, the Company or the<\/p>\n
Executive shall have given notice in accordance with Section 10.2 hereof that<\/p>\n
it or he does not wish to extend the term of the Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
Article 2. Definitions<\/font><\/b><\/p>\n
 <\/font><\/p>\n
2.1\u00a0\u00a0\u00a0\u00a0 \u0093Agreement\u0094<\/font><\/b><\/p>\n
means this Employment Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
2.2\u00a0\u00a0\u00a0\u00a0 \u0093Annual<\/p>\n
Bonus\u0094<\/font><\/b> means the annual bonus to be paid to the Executive in<\/p>\n
accordance with the Company\u0092s annual bonus program as described in Section 5.3<\/p>\n
herein.<\/font><\/p>\n
 <\/font><\/p>\n
2.3\u00a0\u00a0\u00a0\u00a0 \u0093Base<\/p>\n
Salary\u0094<\/font><\/b> means the salary of record paid to the Executive as annual<\/p>\n
salary, pursuant to Section 5.2, excluding amounts received under incentive or<\/p>\n
other bonus plans, whether or not deferred.<\/font><\/p>\n
 <\/font><\/p>\n
2.4\u00a0\u00a0\u00a0\u00a0 \u0093Beneficial<\/p>\n
Owner\u0094<\/font><\/b> shall have the meaning ascribed to such term in Rule<\/p>\n
13d-3 of the General Rules and Regulations under the Securities Exchange Act.<\/font><\/p>\n
 <\/font><\/p>\n
2.5\u00a0\u00a0\u00a0\u00a0 \u0093Beneficiary\u0094<\/font><\/b><\/p>\n
means the persons or entities designated or deemed designated by the Executive<\/p>\n
pursuant to Section 13.6 herein.<\/font><\/p>\n
 <\/font><\/p>\n
2.6\u00a0\u00a0\u00a0\u00a0 \u0093Board\u0094<\/font><\/b><\/p>\n
or \u0093Board of Directors\u0094<\/font><\/b> means the<\/p>\n
Board of Directors of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
2.7\u00a0\u00a0\u00a0\u00a0 \u0093Cause\u0094<\/font><\/b><\/p>\n
means:<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 Executive materially breached any of the<\/p>\n
terms of this Agreement and failed to correct such breach within fifteen (15)<\/p>\n
days after written notice thereof from the Company;<\/font><\/p>\n
 <\/font><\/p>\n
1<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 Executive has been convicted of a criminal<\/p>\n
offense involving a felony giving rise to a sentence of imprisonment;<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 Executive has breached a fiduciary trust for<\/p>\n
the purpose of gaining a personal profit, including, without limitation, embezzlement;<\/p>\n
or<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0 Despite adequate warnings, Executive<\/p>\n
intentionally and willfully failed to perform reasonably assigned duties within<\/p>\n
the normal and customary scope of the Position.<\/font><\/p>\n
 <\/font><\/p>\n
2.8<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Change in Control\u0094 or \u0093CIC\u0094<\/font><\/b> of the Company shall be deemed to have<\/p>\n
occurred as of the first day that any one or more of the following conditions<\/p>\n
is satisfied:<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any consolidation or merger in which<\/p>\n
the Company is not the continuing or surviving entity or pursuant to which<\/p>\n
shares of the Common Stock would be converted into cash, securities, or other<\/p>\n
property, other than (i) a merger of the Company in which the holders of the<\/p>\n
Common Stock immediately prior to the merger have the same proportionate<\/p>\n
ownership of common stock of the surviving corporation immediately after the<\/p>\n
merger, or (ii) a consolidation or merger which would result in the voting<\/p>\n
securities of the Company outstanding immediately prior thereto continuing to<\/p>\n
represent (by being converted into voting securities of the continuing or<\/p>\n
surviving entity) more than 50% of the combined voting power of the voting<\/p>\n
securities of the continuing or surviving entity immediately after such<\/p>\n
consolidation or merger and which would result in the members of the Board<\/p>\n
immediately prior to such consolidation or merger (including for this purpose<\/p>\n
any individuals whose election or nomination for election was approved by a<\/p>\n
vote of at least two-thirds of such members) constituting a majority of the<\/p>\n
Board (or equivalent governing body) of the continuing or surviving entity<\/p>\n
immediately after such consolidation or merger;<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any sale, lease, exchange, or other<\/p>\n
transfer (in one transaction or a series of related transactions) of all or<\/p>\n
substantially all the Company\u0092s assets;<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Company\u0092s stockholders approve<\/p>\n
any plan or proposal for the liquidation or dissolution of the Company;<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any Person shall become the<\/p>\n
Beneficial Owner of forty (40) percent or more of the Common Stock other than<\/p>\n
pursuant to a plan or arrangement entered into by such Person and the Company;<\/p>\n
or<\/font><\/p>\n
 <\/font><\/p>\n
(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 During any period of two consecutive<\/p>\n
years, individuals who at the beginning of such period constitute the entire<\/p>\n
Board of Directors shall cease for any reason to constitute a majority of the<\/p>\n
Board unless the election or nomination for election by the Company\u0092s stockholders<\/p>\n
of each new director was approved by a vote of at lest two-thirds of the<\/p>\n
directors then still in office who were directors at the beginning of the<\/p>\n
period.<\/font><\/p>\n
 <\/font><\/p>\n
2.9<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093CIC Severance Benefits\u0094<\/font><\/b> means the payment of severance<\/p>\n
compensation associated with a Qualifying Termination occurring subsequent to a<\/p>\n
Change in Control, as described in Section 8.3.<\/font><\/p>\n
 <\/font><\/p>\n
2<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
2.10<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Code\u0094<\/font><\/b> means the United States Internal Revenue Code of<\/p>\n
1986, as amended.<\/font><\/p>\n
 <\/font><\/p>\n
2.11\u00a0\u00a0 \u0093Common Stock\u0094<\/font><\/b><\/p>\n
means the common stock of the Company, $.01 par value.<\/font><\/p>\n
 <\/font><\/p>\n
2.12<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Compensation Committee\u0094<\/font><\/b> means the Compensation and Stock Option<\/p>\n
Committee of the Board, or any other committee\u00a0\u00a0\u00a0\u00a0\u00a0 appointed by the Board to perform the functions of such<\/p>\n
committee.<\/font><\/p>\n
 <\/font><\/p>\n
2.13<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Company\u0094<\/font><\/b> means Bio-Technology General Corp., a<\/p>\n
Delaware corporation, or any Successor Company thereto as provided in Section<\/p>\n
9.1 herein.<\/font><\/p>\n
 <\/font><\/p>\n
2.14\u00a0\u00a0 \u0093Director\u0094<\/font><\/b><\/p>\n
means any individual who is a member of the Board of Directors of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
2.15<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Disability\u0094<\/font><\/b> or \u0093Disabled\u0094<\/font><\/b><\/p>\n
means for all purposes of this Agreement, the meaning ascribed to such term in<\/p>\n
the Company\u0092s long-term disability plan, or in any successor to such plan.<\/font><\/p>\n
 <\/font><\/p>\n
2.16\u00a0\u00a0 \u0093Effective<\/p>\n
Date\u0094<\/font><\/b> means January 1, 2002.<\/font><\/p>\n
 <\/font><\/p>\n
2.17\u00a0\u00a0 \u0093Effective<\/p>\n
Date of Termination\u0094<\/font><\/b> means the date on which a termination of the<\/p>\n
Executive\u0092s employment occurs.<\/font><\/p>\n
 <\/font><\/p>\n
2.18\u00a0\u00a0 \u0093Employment<\/p>\n
Date\u0094<\/font><\/b> means April 26, 1996.<\/font><\/p>\n
 <\/font><\/p>\n
2.19<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Executive\u0094<\/font><\/b> means Norman W. Barton, M.D., Ph.D. who,<\/p>\n
as of the Effective Date, resides at 19 Overshot Court, Phoenix, Maryland\u00a0 21131.<\/font><\/p>\n
 <\/font><\/p>\n
2.20<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Good Reason\u0094<\/font><\/b> shall mean, without the Executive\u0092s<\/p>\n
express written consent, the occurrence of any one or more of the following:<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0\u00a0\u00a0\u00a0 Reducing the Executive\u0092s Base Salary;<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0\u00a0\u00a0\u00a0 Failing to maintain Executive\u0092s amount of<\/p>\n
benefits under or relative level of participation in the Company\u0092s employee<\/p>\n
benefit or retirement plans, policies, practices, or arrangements in which the<\/p>\n
Executive participates as of the Effective Date of this Agreement, including<\/p>\n
any perquisite program; provided, however, that any such change that applies<\/p>\n
consistently to all executive officers of the Company or is required by<\/p>\n
applicable law shall not be deemed to constitute Good Reason;<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0\u00a0\u00a0\u00a0 Failing to require any Successor Company<\/p>\n
to assume and agree to perform the Company\u0092s obligations hereunder;<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0\u00a0\u00a0\u00a0 The occurrence of any one or more of the<\/p>\n
following events on or after the announcement of the transaction which leads to<\/p>\n
the CIC and up to twenty-four (24) calendar months following the effective date<\/p>\n
of a CIC:<\/font><\/p>\n
 <\/font><\/p>\n
3<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(1)\u00a0\u00a0 Requiring Executive to be based at a location<\/p>\n
that requires the Executive to travel at least an additional thirty-five (35)<\/p>\n
miles per day;<\/font><\/p>\n
 <\/font><\/p>\n
(2)\u00a0\u00a0 Requiring Executive to report to a position<\/p>\n
which is at a lower level than the highest level to which Executive reported<\/p>\n
within the six (6) months prior to the CIC;<\/font><\/p>\n
 <\/font><\/p>\n
(3)\u00a0\u00a0 Demoting Executive to a level lower than<\/p>\n
Executive\u0092s level in the Company as of the Effective Date.<\/font><\/p>\n
 <\/font><\/p>\n
2.21<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Notice of Termination\u0094<\/font><\/b> means a written notice which shall<\/p>\n
indicate the specific termination provision in this Agreement relied upon, and<\/p>\n
shall set forth in reasonable detail the facts and circumstances claimed to<\/p>\n
provide a basis for termination of the Executive\u0092s employment under the<\/p>\n
provisions so indicated, and, where applicable, shall specifically include<\/p>\n
notice pursuant to Section 1.2 that Company has elected not to renew this<\/p>\n
Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
2.22<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Person\u0094<\/font><\/b> shall have the meaning ascribed to such<\/p>\n
term in Section 3(a)(9) of the Securities Exchange Act and used in Sections 13(d)<\/p>\n
and 14(d) thereof, including a \u0093group\u0094 as defined in Section 13(d) thereof.<\/font><\/p>\n
 <\/font><\/p>\n
2.23\u00a0\u00a0 \u0093Position\u0094<\/font><\/b><\/p>\n
shall have the meaning ascribed to it in Section 3.1.<\/font><\/p>\n
 <\/font><\/p>\n
2.24<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Qualifying Termination\u0094<\/font><\/b> means any of the events described in<\/p>\n
Section 8.2 herein, the occurrence of which triggers the payment of CIC<\/p>\n
Severance Benefits hereunder.<\/font><\/p>\n
 <\/font><\/p>\n
2.25<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Securities Exchange Act\u0094<\/font><\/b> means the United States Securities<\/p>\n
Exchange Act of 1934, as amended.<\/font><\/p>\n
 <\/font><\/p>\n
2.26\u00a0\u00a0 \u0093Service<\/p>\n
Multiple\u0094<\/font><\/b> shall have the meaning ascribed to it in Section 7.4(c).<\/font><\/p>\n
 <\/font><\/p>\n
2.27<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>\u0093Severance Benefits\u0094<\/font><\/b> means the payment of severance<\/p>\n
compensation as provided in Sections 7.4 and 7.6 herein, and not payable due to<\/p>\n
a Change in Control of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
2.28\u00a0\u00a0 \u0093Successor<\/p>\n
Company\u0094<\/font><\/b> shall have the meaning ascribed to it in Section 9.1.<\/font><\/p>\n
 <\/font><\/p>\n
2.29\u00a0\u00a0 \u0093Term\u0094<\/font><\/b><\/p>\n
shall mean that period of time commencing on the Effective Date and ending on<\/p>\n
the Effective Date of Termination.<\/font><\/p>\n
 <\/font><\/p>\n
Article<\/p>\n
3. Position and Responsibilities<\/font><\/b><\/p>\n
 <\/font><\/p>\n
3.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>During the term of this Agreement, the Executive<\/p>\n
agrees to serve as Senior Vice President, Chief Medical Officer of the Company<\/p>\n
or in such other position which Executive shall agree to accept or to which<\/p>\n
Executive shall be promoted during the Term and Executive shall report directly<\/p>\n
to the President or such other position which is at a higher position or level<\/p>\n
in the <\/font><\/p>\n
 <\/font><\/p>\n
4<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Company than Executive and as shall be<\/p>\n
determined by the Chief Executive Officer in his sole discretion, and shall<\/p>\n
maintain the level of duties and responsibilities as in effect as of the<\/p>\n
Effective Date, or such higher level of duties and responsibilities as<\/p>\n
Executive may be assigned during the Term (the \u0093Position\u0094).<\/font><\/p>\n
 <\/font><\/p>\n
Article 4. Standard of Care<\/font><\/b><\/p>\n
 <\/font><\/p>\n
4.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>During the term of this Agreement, the Executive<\/p>\n
agrees to devote substantially his full time, attention, and energies to the<\/p>\n
Company\u0092s business and shall not be engaged in any other business activity,<\/p>\n
whether or not such business activity is pursued for gain, profit, or other<\/p>\n
pecuniary advantage unless such business activity is approved by the<\/p>\n
Compensation Committee (or, in the event the Compensation Committee ceases to<\/p>\n
exist, the Board).\u00a0 However, subject to<\/p>\n
Article 11 herein and approval by the Compensation Committee (or the Board, as<\/p>\n
the case may be), the Executive may serve as a director of other companies so<\/p>\n
long as such service is not injurious to the Company.<\/font><\/p>\n
 <\/font><\/p>\n
Article 5. Compensation<\/font><\/b><\/p>\n
 <\/font><\/p>\n
5.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>As remuneration for all services to be rendered by the<\/p>\n
Executive during the term of this Agreement, and as consideration for complying<\/p>\n
with the covenants herein, the Company shall pay and provide to the Executive<\/p>\n
those items set forth in Sections 5.2 through 5.8.<\/font><\/p>\n
 <\/font><\/p>\n
5.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Base Salary<\/font><\/b>. The Company shall pay the Executive a<\/p>\n
Base Salary in an amount which shall be established from time to time by the Board<\/p>\n
of Directors of the Company or the Board\u0092s designee; provided, however, that<\/p>\n
such Base Salary shall not be less than<\/p>\n
TWO-HUNDRED-THIRTY-SIX-THOUSAND-FIVE-HUNDRED DOLLARS (US$236,500) per year.<\/font><\/p>\n
 <\/font><\/p>\n
(a) This Base Salary<\/p>\n
shall be paid to the Executive in equal installments throughout the year,<\/p>\n
consistent with the normal payroll practices of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
(b) The Base Salary shall<\/p>\n
be reviewed at least annually following the Effective Date of this Agreement,<\/p>\n
while this Agreement is in force, to ascertain whether, in the judgment of the<\/p>\n
Board or the Board\u0092s designee, such Base Salary should be increased based<\/p>\n
primarily on the performance of the Executive during the year. If so increased,<\/p>\n
the Base Salary as stated above shall, likewise, be increased for all purposes<\/p>\n
of this Agreement and shall not, in any event, be decreased in any year.<\/font><\/p>\n
 <\/font><\/p>\n
5.3<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Annual Bonus.<\/font><\/b> In addition to his Base Salary, the<\/p>\n
Executive shall be entitled to participate in the Company\u0092s annual short-term<\/p>\n
incentive program, as such program may exist from time to time, at a level<\/p>\n
commensurate with the Position.\u00a0 The<\/p>\n
percentage of Base Salary targeted as annual short-term incentive compensation<\/p>\n
shall be established for the Position by the Company\u0092s Compensation Committee<\/p>\n
in its sole discretion (the \u0093targeted Annual Bonus <\/font><\/p>\n
 <\/font><\/p>\n
5<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>award\u0094). Executive acknowledges that the<\/p>\n
amount of annual short-term incentive, if any, to be awarded shall be at the<\/p>\n
sole discretion of the Company\u0092s Compensation Committee, may be less or more<\/p>\n
than the targeted Annual bonus award, and will be based on a number of factors<\/p>\n
set in advance by the Compensation Committee for each calendar year, including<\/p>\n
the Company\u0092s performance and the Executive\u0092s individual performance. Nothing<\/p>\n
in this Section 5.3 shall be construed as obligating the Company or the Board<\/p>\n
to refrain from changing, and\/or amending the short-term incentive program, so<\/p>\n
long as such changes are equally applicable to all executive employees in the<\/p>\n
Company.<\/font><\/p>\n
 <\/font><\/p>\n
5.4<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Long-Term Incentives.<\/font><\/b> The Executive shall be eligible to<\/p>\n
participate in the Company\u0092s long-term incentive plan, as such shall be amended<\/p>\n
or superseded from time to time provided, however, that nothing in this Section<\/p>\n
5.4 shall be construed as obligating the Company or the Board to refrain from<\/p>\n
changing, and\/or amending the long-term incentive plan, so long as such changes<\/p>\n
are equally applicable to all executive employees in the Company.<\/font><\/p>\n
 <\/font><\/p>\n
5.5<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Retirement Benefits.<\/font><\/b> The Company shall provide to the<\/p>\n
Executive participation in any Company qualified defined benefit and defined<\/p>\n
contribution retirement plans as may be established during the term of this<\/p>\n
Agreement; provided, however, that nothing in this Section 5.5 shall be<\/p>\n
construed as obligating the Company to refrain from changing, and\/or amending<\/p>\n
the nonqualified retirement programs, so long as such changes are equally<\/p>\n
applicable to all executive employees in the Company.<\/font><\/p>\n
 <\/font><\/p>\n
5.6<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Employee Benefits.<\/font><\/b> During the Term, and as otherwise<\/p>\n
provided within the provisions of each of the respective plans, the Company<\/p>\n
shall provide to the Executive all benefits to which other executives and<\/p>\n
employees of the Company are entitled to receive, as commensurate with the<\/p>\n
Position, subject to the eligibility requirements and other provisions of such arrangements<\/p>\n
as applicable to executives of the Company generally.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Such benefits shall include, but<\/p>\n
shall not be limited to, group term life insurance, comprehensive health and<\/p>\n
major medical insurance, dental and life insurance, and short-term and long-term<\/p>\n
disability.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Executive shall likewise<\/p>\n
participate in any additional benefit as may be established during the term of<\/p>\n
this Agreement, by standard written policy of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
5.7<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Vacation.<\/font><\/b> The Executive shall be entitled to such<\/p>\n
paid vacation as is customary for the Position in corporate institutions of<\/p>\n
similar size and character, but in any event not less than twenty (20) paid<\/p>\n
vacation days during each calendar year; provided, however, that without prior<\/p>\n
written approval, Executive may carry forward into the next year no more than<\/p>\n
ten (10) unused vacation days from the current year.<\/font><\/p>\n
 <\/font><\/p>\n
5.8<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Perquisites.<\/font><\/b> The Company shall provide to the<\/p>\n
Executive, at the Company\u0092s expense, all perquisites which the Board may<\/p>\n
determine from time to time to provide; provided, however, that nothing in this<\/p>\n
Section 5.8 shall be construed as obligating the Company or the Board to<\/p>\n
refrain from changing, and\/or amending the perquisite program, so long as such<\/p>\n
changes are equally applicable to all executive employees in the Company.<\/font><\/p>\n
 <\/font><\/p>\n
6<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
 <\/font><\/p>\n
5.9<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Right to Change Plans.<\/font><\/b> The Company shall not be obligated to<\/p>\n
institute, maintain, or refrain from changing, amending, or discontinuing any<\/p>\n
benefit plan, program, or perquisite, so long as such changes are equally<\/p>\n
applicable to all executive employees in the Company.<\/font><\/p>\n
 <\/font><\/p>\n
Article 6. Expenses<\/font><\/b><\/p>\n
 <\/font><\/p>\n
6.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Upon presentation of appropriate documentation, the<\/p>\n
Company shall pay, or reimburse the Executive for all ordinary and necessary<\/p>\n
expenses, in a reasonable amount, which the Executive incurs in performing his<\/p>\n
duties under this Agreement including, but not limited to, travel,<\/p>\n
entertainment, professional dues and subscriptions, and all dues, fees, and<\/p>\n
expenses associated with membership in various professional, business, and<\/p>\n
civic associations and societies.<\/font><\/p>\n
 <\/font><\/p>\n
Article<\/p>\n
7. Employment Terminations<\/font><\/b><\/p>\n
 <\/font><\/p>\n
7.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Termination Due to Death.<\/font><\/b> In the event the Executive\u0092s employment<\/p>\n
is terminated while this Agreement is in force by reason of death, the<\/p>\n
Company\u0092s obligations under this Agreement shall immediately expire.<\/p>\n
Notwithstanding the foregoing, the Company shall be obligated to pay to the<\/p>\n
Executive the following:<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 Base Salary through the Effective Date of<\/p>\n
Termination;<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 An amount equal to the Executive\u0092s unpaid<\/p>\n
targeted Annual Bonus award, established for the fiscal year in which such<\/p>\n
termination is effective, multiplied by a fraction, the numerator of which is<\/p>\n
the number of completed days in the then-existing fiscal year through the<\/p>\n
Effective Date of Termination, and the denominator of which is three hundred<\/p>\n
sixty-five (365);<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 All outstanding long-term incentive awards<\/p>\n
shall be subject to the treatment provided under the applicable long-term<\/p>\n
incentive plan of the Company;<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0 Accrued but unused vacation pay through the<\/p>\n
Effective Date of Termination; and<\/font><\/p>\n
 <\/font><\/p>\n
(e)\u00a0\u00a0 All other rights and benefits the Executive<\/p>\n
is vested in, pursuant to other plans and programs of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
(f)\u00a0\u00a0\u00a0 The benefits described in Sections 7.1(a)<\/p>\n
and (d) shall be paid in cash to the Executive in a single lump sum as soon as<\/p>\n
racticable following the Effective Date of Termination, but in no event beyond<\/p>\n
thirty (30) days from such date. All other payments due to the Executive upon<\/p>\n
termination of employment, including those in Sections 7.1(b) and (c), shall be<\/p>\n
paid in accordance with the terms of such applicable plans or programs.<\/font><\/p>\n
 <\/font><\/p>\n
7<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(g)\u00a0\u00a0 With the exception of the covenants contained<\/p>\n
in Articles 9 and 14 and Sections 7.1(f), 13.3, 13.5, and 13.7 herein<\/p>\n
(which shall survive such termination), the Company and the Executive<\/p>\n
thereafter shall have no further obligations under this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
7.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Termination Due to Disability.<\/font><\/b>\u00a0<\/p>\n
In the event that the Executive becomes Disabled during the term of this<\/p>\n
Agreement and is, therefore, unable to perform his duties herein for more than<\/p>\n
one hundred eighty (180) total calendar days during any period of twelve<\/p>\n
(12) consecutive months, or in the event of the Board\u0092s reasonable expectation<\/p>\n
that the Executive\u0092s Disability will exist for more than a period of one<\/p>\n
hundred eighty (180) calendar days, the Company shall have the right to<\/p>\n
terminate the Executive\u0092s active employment as provided in this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 The Board shall deliver written notice to the<\/p>\n
Executive of the Company\u0092s intent to terminate for Disability at least thirty<\/p>\n
(30) calendar days prior to the Effective Date of Termination.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 Such Disability to be determined by the Board<\/p>\n
of Directors of the Company upon receipt of and in reliance on competent medical<\/p>\n
advice from one (1) or more individuals, selected by the Board, who are<\/p>\n
qualified to give such professional medical advice.<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 A termination for Disability shall become<\/p>\n
effective upon the end of the thirty (30) day notice period. Upon the Effective<\/p>\n
Date of Termination, the Company\u0092s obligations under this Agreement shall<\/p>\n
immediately expire.<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0 Notwithstanding the foregoing, the Company<\/p>\n
shall be obligated to pay to the Executive the following:<\/font><\/p>\n
 <\/font><\/p>\n
(1)\u00a0\u00a0 Base Salary through the Effective Date of<\/p>\n
Termination;<\/font><\/p>\n
 <\/font><\/p>\n
(2)\u00a0\u00a0 An amount equal to the Executive\u0092s unpaid<\/p>\n
targeted Annual Bonus award, established for the fiscal year in which the<\/p>\n
Effective Date of Termination occurs, multiplied by a fraction, the numerator<\/p>\n
of which is the number of completed days in the then-existing fiscal year<\/p>\n
through the Effective Date of Termination, and the denominator of which is<\/p>\n
three hundred sixty-five (365);<\/font><\/p>\n
 <\/font><\/p>\n
(3)\u00a0\u00a0 All outstanding long-term incentive awards<\/p>\n
shall be subject to the treatment provided under the applicable long-term incentive<\/p>\n
plan of the Company;<\/font><\/p>\n
 <\/font><\/p>\n
(4)\u00a0\u00a0 Accrued but unused vacation pay through the<\/p>\n
Effective Date of Termination; and<\/font><\/p>\n
 <\/font><\/p>\n
(5)\u00a0\u00a0 All other rights and benefits the Executive<\/p>\n
is vested in, pursuant to other plans and programs of the Company.<\/font><\/p>\n
 <\/font><\/p>\n
(e)\u00a0\u00a0 The benefits described in Sections 7.2(d)(1)<\/p>\n
and (d)(4) shall be paid in cash to the Executive in a single lump sum as soon<\/p>\n
as practicable following the Effective Date of Termination, but in no event<\/p>\n
beyond thirty (30) days from such date. All other payments due to the Executive<\/p>\n
upon termination of employment, including those in Sections <\/font><\/p>\n
 <\/font><\/p>\n
8<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
\n
7.2(d)(2) and (d)(3),<\/p>\n
shall be paid in accordance with the terms of such applicable plans or program.<\/font><\/p>\n
 <\/font><\/p>\n
(f)\u00a0\u00a0\u00a0 With the exception of the covenants<\/p>\n
contained in Articles 8, 9, 11, and 14 and Sections 7.2(e), 13.3, 13.5, and<\/p>\n
13.7 herein (which shall survive such termination), the Company and the<\/p>\n
Executive thereafter shall have no further obligations under this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
7.3<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Voluntary Termination by the<\/p>\n
Executive.<\/font><\/b> The<\/p>\n
Executive may terminate this Agreement at any time by giving Notice of<\/p>\n
Termination to the Board of Directors of the Company, delivered at least<\/p>\n
fourteen (14) calendar days prior to the Effective Date of Termination.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 The termination automatically shall become<\/p>\n
effective upon the expiration of the fourteen (14) day notice period.<\/p>\n
Notwithstanding the foregoing, the Company may waive the fourteen (14) day<\/p>\n
notice period; however, the Executive shall be entitled to receive all elements<\/p>\n
of compensation described in Sections 5.1 through 5.6 for the fourteen<\/p>\n
(14) day notice period, subject to the eligibility and participation<\/p>\n
requirements of any qualified retirement plan.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 Upon the Effective Date of Termination,<\/p>\n
following the expiration of the fourteen (14) day notice period, the Company<\/p>\n
shall pay the Executive his full Base Salary and accrued but unused vacation<\/p>\n
pay, at the rate then in effect, through the Effective Date of Termination,<\/p>\n
plus all other benefits to which the Executive has a vested right at that time<\/p>\n
(for this purpose, the Executive shall not be paid any Annual Bonus with<\/p>\n
respect to the fiscal year in which voluntary termination under this Section<\/p>\n
occurs).<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 With the exception of the covenants contained<\/p>\n
in Articles 8, 9, 11, and 14 and Sections 13.3, 13.5, and 13.7 herein (which<\/p>\n
shall survive such termination), the Company and the Executive thereafter shall<\/p>\n
have no further obligations under this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
7.4<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Involuntary Termination by the<\/p>\n
Company without Cause.<\/font><\/b> At all times during the Term, the Board may terminate the Executive\u0092s<\/p>\n
employment for reasons other than death, Disability, or for Cause, by providing<\/p>\n
to the Executive a Notice of Termination, at least sixty (60) calendar days<\/p>\n
(ninety (90) calendar days when termination is due to non-renewal of this<\/p>\n
Agreement by the Company pursuant to Section 1.2) prior to the Effective Date<\/p>\n
of Termination; provided, however, that such notice shall not preclude the<\/p>\n
Company from requiring Executive to leave the Company immediately upon receipt<\/p>\n
of such notice.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 Such Notice of Termination shall be<\/p>\n
irrevocable absent express, mutual consent of the parties.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 Upon the Effective Date of Termination (not a<\/p>\n
Qualifying Termination), following the expiration of the sixty (60) day notice<\/p>\n
period (90 days in the case of non-renewal), the Company shall pay and provide<\/p>\n
to the Executive:<\/font><\/p>\n
 <\/font><\/p>\n
(1)\u00a0\u00a0 An amount equal to the Service Multiple times<\/p>\n
the Executive\u0092s annual Base Salary established for the fiscal year in which the<\/p>\n
Effective Date of Termination occurs;<\/font><\/p>\n
 <\/font><\/p>\n
9<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(2)\u00a0\u00a0 An amount equal to the Service Multiple times<\/p>\n
the Executive\u0092s targeted Annual Bonus award established for the fiscal year in<\/p>\n
which the Effective Date of Termination occurs; provided, however, that no<\/p>\n
payment shall be made under this Section 7.4(b)(2) if the Effective Date of<\/p>\n
Termination is less than twelve (12) months after the Employment Date;<\/font><\/p>\n
 <\/font><\/p>\n
(3)\u00a0\u00a0 A continuation of the welfare benefits of<\/p>\n
health care, life and accidental death and dismemberment, and disability<\/p>\n
insurance coverage (or if continuation under the Company\u0092s then current plans<\/p>\n
is not allowed, then provision at the Company\u0092s expense but subject to payment<\/p>\n
by Executive of those payments which Executive would have been obligated to<\/p>\n
make under the Company\u0092s then current plan, of substantially similar welfare<\/p>\n
benefits from one or more third party providers) after the Effective Date of<\/p>\n
Termination for a number of months equal to the Service Multiple times twelve<\/p>\n
(12).\u00a0 These benefits shall be provided<\/p>\n
to the Executive at the same coverage level as in effect as of the Effective<\/p>\n
Date of Termination, and at the same premium cost to the Executive which was<\/p>\n
paid by the Executive at the time such benefits were provided. However, in the<\/p>\n
event the premium cost and\/or level of coverage shall change for all employees<\/p>\n
of the Company, or for management employees with respect to supplemental<\/p>\n
benefits, the cost and\/or coverage level, likewise, shall change for the<\/p>\n
Executive in a corresponding manner.\u00a0<\/p>\n
The continuation of these welfare benefits shall be discontinued if<\/p>\n
prior to the expiration of the period, the Executive has available<\/p>\n
substantially similar benefits at a comparable cost to the Executive from a subsequent<\/p>\n
employer, as determined by the Compensation Committee (or, in the event the<\/p>\n
Compensation Committee ceases to exist, the Board);<\/font><\/p>\n
 <\/font><\/p>\n
(4)\u00a0\u00a0 All outstanding long-term incentive awards<\/p>\n
shall be subject to the treatment provided under the applicable long-term<\/p>\n
incentive plan of the Company;<\/font><\/p>\n
 <\/font><\/p>\n
(5)\u00a0\u00a0 An amount equal to the Executive\u0092s unpaid<\/p>\n
Base Salary and accrued but unused vacation pay through the Effective Date of<\/p>\n
Termination; and<\/font><\/p>\n
 <\/font><\/p>\n
(6)\u00a0\u00a0 All other benefits to which the Executive has<\/p>\n
a vested right at the time, according to the provisions of the governing plan<\/p>\n
or program.<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 For purposes of this Section 7.4, the term<\/p>\n
\u0093Service Multiple\u0094 shall be equal to the quotient resulting from a formula the<\/p>\n
numerator of which is the lesser of (a) full number of completed months that<\/p>\n
have elapsed since the Employment Date (but not less than 6 months) and (b)<\/p>\n
eighteen (18) and the denominator of which is twelve (12);<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0 In the event that the Board terminates the<\/p>\n
Executive\u0092s employment without Cause on or after the date of the announcement<\/p>\n
of the transaction which leads to a CIC, the Executive shall be entitled to the<\/p>\n
CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance<\/p>\n
Benefits outlined in this Section 7.4.<\/font><\/p>\n
 <\/font><\/p>\n
(e)\u00a0\u00a0 Payment of all of the benefits described in<\/p>\n
Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly<\/p>\n
installments over a period of consecutive months equal to <\/font><\/p>\n
 <\/font><\/p>\n
10<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
the Service Multiple times twelve (12) and beginning<\/p>\n
on the fifteenth day of the month following the month in which the Effective<\/p>\n
Date of Termination occurs.<\/font><\/p>\n
 <\/font><\/p>\n
(f)\u00a0\u00a0\u00a0 Payment of all but forty thousand dollars<\/p>\n
($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in<\/p>\n
cash to the Executive in a single lump sum as soon as practicable following the<\/p>\n
Effective Date of Termination, but in no event beyond thirty (30) days from<\/p>\n
such date.\u00a0 The forty thousand dollars<\/p>\n
($40,000) which was withheld shall be paid in cash to the Executive in a single<\/p>\n
lump sum at the end of the twelve (12) month restrictive period set forth in<\/p>\n
Sections 11.2 and 11.3 of this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
(g)\u00a0\u00a0 Except as specifically provided in Section<\/p>\n
7.4(e) and (f), all other payments due to the Executive upon termination of<\/p>\n
employment shall be paid in accordance with the terms of such applicable plans<\/p>\n
or programs.<\/font><\/p>\n
 <\/font><\/p>\n
(h)\u00a0\u00a0 With the exception of the covenants contained<\/p>\n
in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7<\/p>\n
(which shall survive such termination), the Company and the Executive<\/p>\n
thereafter shall have no further obligations under this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
(i)\u00a0\u00a0\u00a0 Notwithstanding anything herein to the<\/p>\n
contrary, the Company\u0092s payment obligations under this Section 7.4 shall be<\/p>\n
offset by any amounts that the Company is required to pay to the Executive<\/p>\n
under a national statutory severance program applicable to such Executive.<\/font><\/p>\n
 <\/font><\/p>\n
7.5<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Termination for Cause.<\/font><\/b> Nothing in this Agreement shall be<\/p>\n
construed to prevent the Board from terminating the Executive\u0092s employment<\/p>\n
under this Agreement for Cause.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 To be effective, the Notice of Termination<\/p>\n
must set forth in reasonable detail the facts and circumstances claimed to<\/p>\n
provide a basis for such termination for Cause.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 In the event this Agreement is terminated by<\/p>\n
the Board for Cause, the Company shall pay the Executive his Base Salary and<\/p>\n
accrued vacation pay through the Effective Date of Termination, and the<\/p>\n
Executive shall immediately thereafter forfeit all rights and benefits (other<\/p>\n
than vested benefits) he would otherwise have been entitled to receive under<\/p>\n
this Agreement. The Company and the Executive thereafter shall have no further<\/p>\n
obligations under this Agreement with the exception of the covenants contained<\/p>\n
in Articles 9, 10, 11, and 14 and Sections 13.3, 13.5, and 13.9 herein (which<\/p>\n
shall survive such termination).<\/font><\/p>\n
 <\/font><\/p>\n
7.6<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Termination for Good Reason.<\/font><\/b> Except where Section 2.20(d) is<\/p>\n
applicable, this Section 7.6 shall only become effective when at least twelve<\/p>\n
(12) months have elapsed since the Employment Date.\u00a0\u00a0 Prior to this Section 7.6 becoming effective, any notice of<\/p>\n
termination by Executive may only be given pursuant to Section 7.3.\u00a0 The Executive shall have sixty (60) days<\/p>\n
from the date he learns of action taken by the Company that allows the<\/p>\n
Executive to terminate his employment for Good Reason to provide the Board with<\/p>\n
a Notice of Termination.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 The Notice of Termination must set forth in<\/p>\n
reasonable detail the facts and circumstances claimed to provide a basis for<\/p>\n
such Good Reason termination.<\/font><\/p>\n
 <\/font><\/p>\n
11<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 The Company shall have thirty (30) days to<\/p>\n
cure such Company action following receipt of the Notice of Termination.<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 The Executive is required to continue his<\/p>\n
employment for the sixty (60) day period following the date in which he<\/p>\n
provided the Notice of Termination to the Board. The Company may waive the<\/p>\n
sixty (60) day notice period; however, the Executive shall be entitled to<\/p>\n
receive all elements of compensation described in Sections 5.1 through 5.6 for<\/p>\n
the sixty (60) day notice period, subject to the eligibility and participation<\/p>\n
requirements of any qualified retirement plan.<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0 Upon a termination of the Executive\u0092s<\/p>\n
employment for Good Reason during the Term, and following the expiration of the<\/p>\n
sixty (60) day notice period, the Company shall pay and provide to the<\/p>\n
Executive the following:<\/font><\/p>\n
 <\/font><\/p>\n
(1)\u00a0\u00a0 An amount equal to one-and-one-half (1.5)<\/p>\n
times the Executive\u0092s annual Base Salary established for the fiscal year in<\/p>\n
which the Effective Date of Termination occurs;<\/font><\/p>\n
 <\/font><\/p>\n
(2)\u00a0\u00a0 An amount equal to one-and-one-half (1.5)<\/p>\n
times the Executive\u0092s targeted Annual Bonus award established for the fiscal<\/p>\n
year in which the Effective Date of Termination occurs;<\/font><\/p>\n
 <\/font><\/p>\n
(3)\u00a0\u00a0 A continuation of the welfare benefits of<\/p>\n
health care, life and accidental death and dismemberment, and disability<\/p>\n
insurance coverage for one-and-one-half (1.5) years after the Effective Date of<\/p>\n
Termination (or if continuation under the Company\u0092s then current plans is not<\/p>\n
allowed, then provision at the Company\u0092s expense but subject to payment by<\/p>\n
Executive of those payments which Executive would have been obligated to make<\/p>\n
under the Company\u0092s then current plan, of substantially similar welfare<\/p>\n
benefits from one or more third party providers). These benefits shall be<\/p>\n
provided to the Executive at the same coverage level, as in effect as of the Effective<\/p>\n
Date of Termination and at the same premium cost to the Executive which was<\/p>\n
paid by the Executive at the time such benefits were provided. However, in the<\/p>\n
event the premium cost and\/or level of coverage shall change for all employees<\/p>\n
of the Company, or for management employees with respect to supplemental<\/p>\n
benefits, the cost and\/or coverage level, likewise, shall change for the<\/p>\n
Executive in a corresponding manner. The continuation of these welfare benefits<\/p>\n
shall be discontinued prior to the end of the one-and-one-half (1.5) year<\/p>\n
period in the event the Executive has available substantially similar benefits<\/p>\n
at a comparable cost to the Executive from a subsequent employer, as determined<\/p>\n
by the Compensation Committee (or, in the event the Compensation Committee<\/p>\n
ceases to exist, the Board);<\/font><\/p>\n
 <\/font><\/p>\n
(4)\u00a0\u00a0 All outstanding long-term incentive awards<\/p>\n
shall be subject to the treatment provided under the applicable long-term<\/p>\n
incentive plan of the Company;<\/font><\/p>\n
 <\/font><\/p>\n
(5)\u00a0\u00a0 An amount equal to the Executive\u0092s unpaid<\/p>\n
Base Salary and accrued but unused vacation pay through the Effective Date of<\/p>\n
Termination; and<\/font><\/p>\n
 <\/font><\/p>\n
(6)\u00a0\u00a0 All other benefits to which the Executive has<\/p>\n
a vested right at the time, according to the provisions of the governing plan<\/p>\n
or program.<\/font><\/p>\n
 <\/font><\/p>\n
12<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(e)\u00a0\u00a0 In the event of termination of Executive\u0092s<\/p>\n
employment for Good Reason on or after the date of the announcement of the<\/p>\n
transaction which leads to the CIC and up to twenty-four (24) months following<\/p>\n
the date of the CIC, the Executive shall be entitled to the CIC Severance<\/p>\n
Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined<\/p>\n
in this Section 7.6.<\/font><\/p>\n
 <\/font><\/p>\n
(f)\u00a0\u00a0\u00a0 The Executive\u0092s right to terminate<\/p>\n
employment for Good Reason shall not be affected by the Executive\u0092s incapacity<\/p>\n
due to physical or mental illness unless such incapacity is determined to<\/p>\n
constitute a Disability as provided herein.<\/font><\/p>\n
 <\/font><\/p>\n
(g)\u00a0\u00a0 Payment of all but forty thousand dollars<\/p>\n
($40,000) of the benefits described in Section 7.6(d)(1) and payment of all of<\/p>\n
the benefits described in Section 7.6(d)(2) shall be paid in cash to the<\/p>\n
Executive in a single lump sum as soon as practicable following the Effective<\/p>\n
Date of Termination, but in no event beyond thirty (30) days from such date.<\/p>\n
The forty thousand dollars ($40,000) which was withheld shall be paid in cash<\/p>\n
to the Executive in a single lump sum at the end of the twelve (12) month<\/p>\n
restrictive period set forth in Sections 11.2 and 11.3 of this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
(h)\u00a0\u00a0 Except as specifically provided in Section<\/p>\n
7.6(g), all other payments due to the Executive upon termination of employment<\/p>\n
shall be paid in accordance with the terms of such applicable plans or<\/p>\n
programs.<\/font><\/p>\n
 <\/font><\/p>\n
(i)\u00a0\u00a0\u00a0 Notwithstanding anything herein to the<\/p>\n
contrary, the Company\u0092s payment obligations under this Section 7.6 shall be<\/p>\n
offset by any amounts that the Company is required to pay to the Executive<\/p>\n
under a national statutory severance program applicable to such Executive.<\/font><\/p>\n
 <\/font><\/p>\n
(j)\u00a0\u00a0\u00a0 With the exceptions of the covenants<\/p>\n
contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.6, 13.3, 13.5, and<\/p>\n
13.7 (which shall survive such termination) herein, the Company and the<\/p>\n
Executive thereafter shall have no further obligations under this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
Article 8. Change in Control<\/font><\/b><\/p>\n
 <\/font><\/p>\n
8.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Employment Termination Following a<\/p>\n
Change in Control.<\/font><\/b><\/p>\n
The Executive shall be entitled to receive from the Company CIC Severance<\/p>\n
Benefits if a Notice of Termination for a Qualifying Termination of the<\/p>\n
Executive has been delivered; provided, that:<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 The Executive shall not be entitled to<\/p>\n
receive CIC Severance Benefits if he is terminated for Cause (as provided in<\/p>\n
Section 7.5 herein), or if his employment with the Company ends due to death,<\/p>\n
or Disability, or due to voluntary termination of employment by the Executive<\/p>\n
without Good Reason.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 CIC Severance Benefits shall be paid in lieu<\/p>\n
of all other benefits provided to the Executive under the terms of this<\/p>\n
Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
13<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
8.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Qualifying Termination.<\/font><\/b> The occurrence of any one or more of the<\/p>\n
following events on or after the date of the announcement of the transaction<\/p>\n
which leads to the CIC and up to twenty-four (24) months following the date of<\/p>\n
the CIC shall trigger the payment of CIC Severance Benefits to the Executive<\/p>\n
under this Agreement:<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 An involuntary termination of the Executive\u0092s<\/p>\n
employment by the Company for reasons other than Cause, death, or Disability,<\/p>\n
as evidenced by a Notice of Termination delivered by the Company to the<\/p>\n
Executive;<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 A voluntary termination by the Executive for<\/p>\n
Good Reason as evidenced by a Notice of Termination delivered to the Company by<\/p>\n
the Executive;<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 Failure to renew this Agreement (if the<\/p>\n
Agreement would expire unless renewed within such period), as evidenced by a<\/p>\n
Notice of Termination delivered by the Company to the Executive; or<\/font><\/p>\n
 <\/font><\/p>\n
(d)\u00a0\u00a0 The Company or any Successor Company<\/p>\n
materially breaches any material provision of this Agreement and does not cure<\/p>\n
such breach within thirty (30) days of receiving a written notice from the<\/p>\n
Executive with such notice explaining in reasonable detail the facts and<\/p>\n
circumstances claimed to provide a basis for the Executive\u0092s claim.<\/font><\/p>\n
 <\/font><\/p>\n
8.3<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Severance Benefits Paid upon a<\/p>\n
Qualifying Termination.<\/font><\/b> In the event the Executive becomes entitled to receive CIC Severance<\/p>\n
Benefits, the Company shall pay to the Executive and provide him the following:<\/font><\/p>\n
 <\/font><\/p>\n
(a)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>An amount equal to two (2) times the<\/p>\n
Executive\u0092s annual Base Salary established for the fiscal year in which the<\/p>\n
Effective Date of Termination occurs;<\/font><\/p>\n
 <\/font><\/p>\n
(b)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>An amount equal to two (2) times the<\/p>\n
Executive\u0092s targeted Annual Bonus award established for the fiscal year in<\/p>\n
which the Executive\u0092s Effective Date of Termination occurs;<\/font><\/p>\n
 <\/font><\/p>\n
(c)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>An amount equal to the Executive\u0092s unpaid<\/p>\n
Base Salary and accrued but unused vacation pay through the Effective Date of<\/p>\n
Termination;<\/font><\/p>\n
 <\/font><\/p>\n
(d)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>All outstanding long-term incentive<\/p>\n
awards shall be subject to the treatment provided under the applicable<\/p>\n
long-term incentive plan of the Company;<\/font><\/p>\n
 <\/font><\/p>\n
(e)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>A continuation of the welfare benefits of<\/p>\n
health care, life and accidental death and dismemberment, and disability<\/p>\n
insurance coverage for two (2) full years after the Effective Date of<\/p>\n
Termination (or if continuation under the Company\u0092s then current plans is not<\/p>\n
allowed, then provision at the Company\u0092s expense but subject to payment by<\/p>\n
Executive of those payments which Executive would have been obligated to make<\/p>\n
under the Company\u0092s then current plan, of substantially similar welfare<\/p>\n
benefits from one or more third party providers).<\/font><\/p>\n
 <\/font><\/p>\n
14<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(1)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>These benefits shall be provided to the Executive at<\/p>\n
the same coverage level, as in effect as of the Effective Date of Termination<\/p>\n
or, if greater, as in effect sixty (60) days prior to the date of the Change in<\/p>\n
Control, and at the same premium cost to the Executive which was paid by the<\/p>\n
Executive at the time such benefits were provided.<\/font><\/p>\n
 <\/font><\/p>\n
(2)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>In the event the premium cost and\/or level of coverage<\/p>\n
shall change for all employees of the Company, or for management employees with<\/p>\n
respect to supplemental benefits, the cost and\/or coverage level, likewise,<\/p>\n
shall change for the Executive in a corresponding manner.<\/font><\/p>\n
 <\/font><\/p>\n
(3)<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>The continuation of these welfare benefits shall be<\/p>\n
discontinued prior to the end of the two year period in the event the Executive<\/p>\n
has available substantially similar benefits at a comparable cost to the<\/p>\n
Executive from a subsequent employer, as determined by the Compensation<\/p>\n
Committee (or, in the event the Compensation Committee ceases to exist, the<\/p>\n
Board).<\/font><\/p>\n
 <\/font><\/p>\n
8.4<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Form and Timing of Severance Benefit<\/font><\/b>. Payment of all of the benefits<\/p>\n
described in Sections 8.3(a) through (c) shall be paid in cash to the Executive<\/p>\n
in a single lump sum as soon as practicable following the Effective Date of<\/p>\n
Termination, but in no event beyond thirty (30) days from such date. All other<\/p>\n
payments due to the Executive upon termination of employment shall be paid in<\/p>\n
accordance with the terms of such applicable plans or programs.<\/font><\/p>\n
 <\/font><\/p>\n
8.5<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Excise Tax.<\/font><\/b> In the event that a Change in Control<\/p>\n
occurs, and a determination is made by the Company pursuant to Section 280G and<\/p>\n
4999 of the Code that a golden parachute excise tax is due, the benefits<\/p>\n
provided to the Executive under this Agreement that are classified as<\/p>\n
\u0093parachute payments\u0094 (as such term is defined in Section 280G of the Code),<\/p>\n
shall be limited to the amount just necessary to avoid the excise tax.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 This limitation shall be applied if, and only<\/p>\n
if, such a limitation results in a greater net (of excise tax) cash benefit to<\/p>\n
the Executive than he would receive had the benefits not been capped and an<\/p>\n
excise tax been levied.<\/font><\/p>\n
 <\/font><\/p>\n
8.6<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>With the exceptions of the covenants contained in<\/p>\n
Articles 8, 9, 10, 11, 12 and 14 and Sections 13.3, 13.5, and 13.7 (which hall<\/p>\n
survive such termination) herein, the Company and the Executive thereafter<\/p>\n
shall have no further obligations under this Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
Article 9. Assignment<\/font><\/b><\/p>\n
 <\/font><\/p>\n
9.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Assignment by Company.<\/font><\/b> This Agreement may and shall be assigned<\/p>\n
or transferred to, and shall be binding upon and shall inure to the benefit of<\/p>\n
any Successor Company, with Successor Company for purposes of this Agreement<\/p>\n
being defined as a company that (i) acquires greater than fifty percent (50%)<\/p>\n
of the assets of the Company or (ii) acquires greater than fifty percent (50%)<\/p>\n
of the outstanding stock of the Company, or (iii) is the surviving entity in<\/p>\n
the event of a CIC.<\/font><\/p>\n
 <\/font><\/p>\n
15<\/font><\/p>\n
<\/p>\n
\n
<\/font><\/div>\n
<\/p>\n

<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 Any such Successor Company shall be deemed<\/p>\n
substituted for all purposes of the \u0093Company\u0094 under the terms of this<\/p>\n
Agreement.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 Failure of the Company to obtain the<\/p>\n
agreement of any Successor Company to be bound by the terms of this Agreement<\/p>\n
prior to the effectiveness of any such succession shall be a breach of this<\/p>\n
Agreement, and shall immediately entitle the Executive to benefits from the<\/p>\n
Company in the same amount and on the same terms as the Executive would be<\/p>\n
entitled to receive in the event of a termination of employment for Good Reason<\/p>\n
as provided in Section 7.7 (failure not related to a Change in Control) or<\/p>\n
Section 8.3 (if the failure of assignment follows or is in connection with a<\/p>\n
Change in Control).<\/font><\/p>\n
 <\/font><\/p>\n
(c)\u00a0\u00a0 Except as herein provided, this Agreement may<\/p>\n
not otherwise be assigned by the Company.<\/font><\/p>\n
 <\/font><\/p>\n
9.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Assignment by Executive.<\/font><\/b> This Agreement shall inure to the<\/p>\n
benefit of and be enforceable by the Executive\u0092s personal or legal<\/p>\n
representatives, executors, administrators, successors, heirs, distributees,<\/p>\n
devisees, and legatees.<\/font><\/p>\n
 <\/font><\/p>\n
(a)\u00a0\u00a0 If the Executive dies while any amount would<\/p>\n
still be payable to him pursuant to this Agreement had he continued to live,<\/p>\n
all such amounts, unless otherwise provided herein, shall be paid in<\/p>\n
accordance with the terms of this Agreement, to the Executive\u0092s Beneficiary.<\/font><\/p>\n
 <\/font><\/p>\n
(b)\u00a0\u00a0 If the Executive has not named a Beneficiary,<\/p>\n
then such amounts shall be paid to the Executive\u0092s devisee, legatee, or other<\/p>\n
designee, or if there is no such designee, to the Executive\u0092s estate.<\/font><\/p>\n
 <\/font><\/p>\n
Article 10. Legal Fees and Notice<\/font><\/b><\/p>\n
 <\/font><\/p>\n
10.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Payment of Legal Fees.<\/font><\/b> To the extent permitted by law, the<\/p>\n
Company shall pay all legal fees, costs of litigation, prejudgment interest,<\/p>\n
and other expenses incurred by Executive in contesting a termination, if<\/p>\n
Executive prevails.<\/font><\/p>\n
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10.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Notice.<\/font><\/b> Any notices, requests, demands, or other<\/p>\n
communications provided by this Agreement shall be sufficient if in writing and<\/p>\n
if sent by registered or certified mail to the Executive at the last address he<\/p>\n
has filed in writing with the Company or, in the case of the Company, at its<\/p>\n
principal offices to the attention of the General Counsel.<\/font><\/p>\n
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Article 11.<\/p>\n
Confidentiality and Noncompetition<\/font><\/b><\/p>\n
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11.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Disclosure of Information.<\/font><\/b> The Executive recognizes that he has<\/p>\n
access to and knowledge of confidential and proprietary information of the<\/p>\n
Company that is essential to the performance of his duties under this Agreement.<\/font><\/p>\n
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(a)\u00a0\u00a0 The Executive will not, during and for five<\/p>\n
(5) years after the term of his employment by the Company, in whole or in part,<\/p>\n
disclose such information to any person, firm, corporation, association, or<\/p>\n
other entity for any reason or purpose whatsoever, nor shall he make use of any<\/p>\n
such information for his own purposes, so long as such information has not<\/p>\n
otherwise been disclosed to the public or is not otherwise in the public domain<\/p>\n
except as required by law or pursuant to administrative or legal process.<\/font><\/p>\n
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11.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Covenants Regarding Other Employees.<\/font><\/b> During the term of this Agreement, and<\/p>\n
for a period of twelve (12) months following the Executive\u0092s termination of<\/p>\n
employment for any reason, the Executive agrees not to actively solicit any<\/p>\n
employee of the Company to terminate his or her employment with the Company or<\/p>\n
to interfere in a similar manner with the business of the Company.<\/font><\/p>\n
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11.3<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Noncompete Following a Termination of<\/p>\n
Employment.<\/font><\/b> From<\/p>\n
the Effective Date of this Agreement until six (6) months following the<\/p>\n
Executive\u0092s Effective Date of Termination for any reason, the Executive will<\/p>\n
not: (a) directly or indirectly own any equity or proprietary interest in<\/p>\n
(except for ownership of shares in a publicly traded company not exceeding<\/p>\n
three percent (3%) of any class of outstanding securities), or be an employee,<\/p>\n
agent, director, advisor, or consultant to or for any competitor of the<\/p>\n
Company, whether on his own behalf or on behalf of any person; or (b) undertake<\/p>\n
any action to induce or cause any customer or client to discontinue any part of<\/p>\n
its business with the Company.<\/font><\/p>\n
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11.4<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Waiver of Covenants Upon a Change in<\/p>\n
Control.<\/font><\/b> Upon the<\/p>\n
occurrence of a Change in Control, the Executive shall be released from each of<\/p>\n
the covenants set forth in Section 11.2 and 11.3, if such Executive is<\/p>\n
terminated by the Company without Cause or if the Executive terminates his<\/p>\n
employment with the Company for Good Reason.<\/font><\/p>\n
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Article<\/p>\n
12. Outplacement Assistance<\/font><\/b><\/p>\n
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12.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Following a termination of employment, other than for<\/p>\n
Cause, the Executive shall be reimbursed by the Company for the costs of all<\/p>\n
outplacement services obtained by the Executive within the two (2) year period<\/p>\n
after the Effective Date of Termination; provided, however, that the total<\/p>\n
reimbursement shall be limited to an amount equal to twenty percent (20%) of<\/p>\n
the Executive\u0092s Base Salary as of the effective date of termination.<\/font><\/p>\n
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Article 13. Miscellaneous<\/font><\/b><\/p>\n
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13.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Entire Agreement.<\/font><\/b> With the exception of the Company\u0092s<\/p>\n
Proprietary Information and Inventions Agreement previously executed by<\/p>\n
Executive, this Agreement supersedes any prior agreements (specifically, the<\/p>\n
prior severance agreement executed by the Executive as of April 26, 1996, and<\/p>\n
any and all amendments thereto), or understandings, oral or written, between<\/p>\n
the parties hereto or between the Executive and the Company, with respect to<\/p>\n
the subject matter hereof, and constitutes the entire agreement of the parties<\/p>\n
with respect thereto.<\/font><\/p>\n
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13.2<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Modification.<\/font><\/b> This Agreement shall not be varied,<\/p>\n
altered, modified, canceled, changed, or in any way amended except by mutual<\/p>\n
agreement of the parties in a written instrument executed by the parties hereto<\/p>\n
or their legal representatives.<\/font><\/p>\n
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13.3<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Severability.<\/font><\/b> In the event that any provision or<\/p>\n
portion of this Agreement shall be determined to be invalid or unenforceable<\/p>\n
for any reason, the remaining provisions of this Agreement shall be unaffected<\/p>\n
thereby and shall remain in full force and effect.<\/font><\/p>\n
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13.4<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Counterparts.<\/font><\/b> This Agreement may be executed in one<\/p>\n
(1) or more counterparts, each of which shall be deemed to be an original, but<\/p>\n
all of which together will constitute one and the same Agreement.<\/font><\/p>\n
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13.5<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Tax Withholding.<\/font><\/b> The Company may withhold from any<\/p>\n
benefits payable under this Agreement all federal, state, city, or other taxes<\/p>\n
as may be required pursuant to any law or governmental regulation or ruling.<\/font><\/p>\n
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13.6<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Beneficiaries.<\/font><\/b> To the extend allowed by law, any<\/p>\n
payments or benefits hereunder due to the Executive at the time of his death<\/p>\n
shall nonetheless be paid or provided and the Executive may designate one or<\/p>\n
more persons or entities as the primary and\/or contingent beneficiaries of any<\/p>\n
amounts to be received under this Agreement. Such designation must be in the<\/p>\n
form of a signed writing acceptable to the Board or the Board\u0092s designee. The<\/p>\n
Executive may make or change such designation at any time.<\/font><\/p>\n
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13.7<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>Payment Obligation Absolute.<\/font><\/b> Absent actions deliberately or willfully<\/p>\n
taken by the Executive to materially injure the Company, the Company\u0092s<\/p>\n
obligation to make the payments and the arrangement provided for herein shall<\/p>\n
be absolute and unconditional, and shall not be affected by any circumstances,<\/p>\n
including, without limitation, any offset, counterclaim, recoupment, defense,<\/p>\n
or other right which the Company may have against the Executive or anyone else.<\/font><\/p>\n
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(a)\u00a0\u00a0 All amounts payable by the Company hereunder<\/p>\n
shall be paid without notice or demand. Subject to the provisions set forth in<\/p>\n
Sections 7.4 and 7.6, and Article 11, each and every payment made hereunder by<\/p>\n
the Company shall be final, and the Company shall not seek to recover all or<\/p>\n
any part of such payment from the Executive or from whomsoever may be entitled<\/p>\n
thereto, for any reasons whatsoever.<\/font><\/p>\n
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(b)\u00a0\u00a0 With the exception of the Company\u0092s willful<\/p>\n
material breach of its payment obligations under Articles 7 and 8 of this<\/p>\n
Agreement (provided, however, that no such breach shall be deemed to have<\/p>\n
occurred until the Executive has provided the Board with written notice of such<\/p>\n
breach and a reasonable opportunity for cure), the restrictive covenants<\/p>\n
contained in Article 11 are independent of any other contractual obligations in<\/p>\n
this Agreement or otherwise owed by the Company to the Executive. Except as provided<\/p>\n
in this paragraph, the existence of any claim or cause of action by Executive<\/p>\n
against the Company, whether based on this Agreement or otherwise, shall not<\/p>\n
create a defense to the enforcement by the Company of any restrictive covenant<\/p>\n
contained herein.<\/font><\/p>\n
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(c)\u00a0\u00a0 The Executive shall not be obligated to seek<\/p>\n
other employment in mitigation of the amounts payable or arrangements made<\/p>\n
under any provision of this Agreement, and the obtaining of any such other<\/p>\n
employment shall in no event effect any reduction of the Company\u0092s obligations<\/p>\n
to make the payments and arrangements required to be made under this Agreement.<\/font><\/p>\n
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Article 14. Governing Law<\/font><\/b><\/p>\n
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14.1<\/font>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/font>To the extent not preempted by federal law, the<\/p>\n
provisions of this Agreement shall be construed and enforced in accordance with<\/p>\n
the laws of the state of New Jersey.<\/font><\/p>\n
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IN<\/p>\n
WITNESS WHEREOF,<\/font><\/b><\/p>\n
the Company, through its duly authorized representative, and the Executive have<\/p>\n
executed this Agreement as of the Effective Date.<\/font><\/p>\n
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Executive:<\/font><\/p>\n<\/td>\n<\/tr>\n
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\/s\/ Norman W. Barton<\/font><\/p>\n<\/td>\n
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Norman W. Barton, M.D., Ph.D.<\/font><\/p>\n<\/td>\n<\/tr>\n
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Company:<\/font><\/p>\n<\/td>\n<\/tr>\n
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Bio-Technology General Corp.<\/font><\/b><\/p>\n<\/td>\n<\/tr>\n
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By:<\/font><\/p>\n<\/td>\n
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\/s\/ Sim Fass<\/font><\/p>\n<\/td>\n
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Sim Fass<\/font><\/p>\n<\/td>\n<\/tr>\n
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Chairman & CEO<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
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