EMPLOYMENT AGREEMENT

 

 

                                                 Exhibit 2.4

                                                           

                    EMPLOYMENT AGREEMENT

                             

   THIS   EMPLOYMENT AGREEMENT (the "Agreement") is made   and

entered into this 13th day of September, 2005 by and between

BayCorp    Holdings,   Ltd.,   a   Delaware    corporation    (the

"Company"), and Anthony M. Callendrello ("Executive"), to be

effective as of the Effective Date, as defined in Section 1.

 

                          BACKGROUND

                             

   The   Company   is being acquired by Sloan Group   Ltd.   and

its    wholly   owned   subsidiary,   Sloan   Acquisition    Corp.

Following   the   acquisition, the Company desires   to   employ

Executive as Chief Operating Officer of the Company, or such

other    executive   position   of     comparable    status    and

responsibilities as the Board of Directors   of   the   Company

shall assign from time to time, from and after the Effective

Date,   in   accordance with the terms of this Agreement.    In

addition, the Company desires to have the Executive serve as

a   member of its Board of Directors. Executive is willing to

serve   as   Chief   Operating Officer in accordance   with   the

terms   and   conditions of this Agreement and as a member   of

the Board of Directors.

 

   NOW   THEREFORE, in consideration of the foregoing and   of

the   mutual   covenants and agreements set forth herein,   and

other   good   and   valuable consideration,   the   receipt   and

sufficiency   of which are hereby acknowledged,   the   parties

hereto agree as follows:

 

   1.     Effective   Date.    The   effective   date    of    this

Agreement (the "Effective Date") shall be the effective date

of,   and contingent upon, the merger between the Company and

Sloan Acquisition Corp. (the "Merger").

 

   2.    Employment.    Executive is hereby   employed   on   the

Effective Date as Chief Operating Officer of the Company, or

such   other   executive position of comparable     status   and

responsibilities as the Board of Directors   of   the   Company

shall assign from time to time, and Executive shall have the

duties, responsibilities, and authority as shall be assigned

to   him   from time to time by the Board of Directors of   the

Company or its designee.   Executive will report to the Board

of   Directors of the Company.   The Executive will also serve

as a member of the Board of Directors of the Company so long

as   Executive   remains the Chief Operating   Officer   of   the

Company.

 

   3.    Employment   Period.    Unless earlier   terminated   in

accordance   with   Section   7   hereof,   Executive's    initial

employment   shall   be for a one-year term beginning   on   the

Effective Date and ending on the corresponding date   of   the

following calendar year (the "Initial Term").   Following the

Initial   Term,   this   Agreement and   Executive's   employment

hereunder will automatically be extended for additional one-

year   periods   (each   such period being   referred   to   as   a

"Renewal   Term")   on   the   terms and   conditions   set   forth

herein,   without further action by Executive or the Company.

This   process of automatic renewal shall continue from   year

to year unless and until either the Executive or the Company

gives written notice to the other, at least ninety (90) days

prior   to   the end of the Renewal Term then in effect,   that

the   Term   of the Agreement shall not be extended, in   which

case   the Executive's employment will terminate on the   last

day   of the Renewal Term in which the notice is given.    The

Initial    Term   and   any   Renewal   Terms   are   referred    to

collectively herein as the "Term".

 

   4.    Extent   of   Service.    During   the   Term,   Executive

agrees to employment with the Company on a full-time basis

 

 

                             -1-

 

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devoting   all   of his business time, attention,   skill,   and

efforts   exclusively   to   the faithful   performance   of   his

duties    hereunder,   excluding   any   periods   of    vacation,

holiday,   sick leave, and Company-approved leave of   absence

to   which   Executive is entitled in accordance with   Company

policies.   It shall not be a violation of this Agreement for

Executive   to   (i)   devote reasonable   time   to   charitable,

religious   or community activities, (ii) serve on corporate,

civic,   educational,   or charitable   boards   or   committees,

subject   to   the Company's standards of business conduct   or

other   code   of   ethics, (iii) deliver lectures   or   fulfill

speaking   engagements   from time to time   on   an   infrequent

basis,   and/or   (iv) manage personal business interests   and

investments, subject to the Company's standards of   business

conduct   or   other   code of ethics,   and   so   long   as   such

activities   do not interfere in a material manner   or   on   a

routine    basis    with    the   performance    of    Executive's

responsibilities under this Agreement.

 

   5.   Compensation and Benefits.

 

        (a)   Base Salary.   During the Term, the Company will

pay   to   Executive a base salary at the rate of $One Hundred

Forty   Thousand US Dollars (U.S. $140,000) per   year   ("Base

Salary"), less normal withholdings, payable in approximately

equal   bi-weekly   or other installments   as   are   or   become

customary   under   the Company's payroll   practices   for   its

employees from time to time.   The compensation committee   of

the   Board   of Directors of the Company (or the   full   Board

excluding   Executive, if there is no compensation committee)

shall review, outside the presence of Executive, Executive's

Base   Salary   annually and may increase   (but   not   decrease

except   as   provided   in Section 7(d)(1))   Executive's   Base

Salary   from   year   to   year,   based   upon   its   good   faith

evaluation of Executive's performance, the Company's results

of   operations,   changes in general economic conditions   and

other   relevant   factors.   Such adjusted salary   then   shall

become    Executive's   Base   Salary   for   purposes   of    this

Agreement.

 

        (b)    Incentive,   Savings,   and   Retirement    Plans.

During   the Term, Executive shall be entitled to participate

in   all incentive, savings, and retirement plans, practices,

policies,    and   programs   available   to   senior    executive

officers   of the Company ("Peer Executives"), if   there   are

any, and on the same basis as such Peer Executives.   Without

limiting the foregoing, Executive may be entitled to receive

discretionary cash bonuses as determined from time   to   time

by   the compensation committee of the Board of Directors   of

the Company (or the full Board excluding Executive, if there

is   no   compensation   committee)   outside   the   presence   of

Executive.

 

        (c)     Welfare   Benefit   Plans.    During   the    Term,

Executive   and   Executive's   eligible   dependents   shall   be

eligible   for   participation   in,   and   shall   receive    all

benefits    under,   the   welfare   benefit   plans,   practices,

policies,   and programs provided by the Company   (including,

without   limitation,   medical,   prescription   drug,   dental,

disability, employee life, dependent life, accidental death,

and   travel accident insurance plans and programs) ("Welfare

Plans")   to   the extent available to other Peer   Executives.

Without limiting the foregoing, the following shall apply:

 

            (i)   The Company will provide the Executive with

a   term   life insurance policy (the "Life Insurance Policy")

in   the amount of $500,000 U.S. Dollars consistent with past

Company   practices and subject to the Executive's   continued

eligibility for coverage at reasonable rates.   The Executive

shall   select   the   beneficiaries under the   Life   Insurance

Policy, and ownership of the Life Insurance Policy shall   be

vested in the Executive.   Coverage shall begin no later than

the   Effective   Date   and continue   for   the   Term   of   this

Agreement.   If the Executive's employment is terminated   and

the   Company is no longer obligated under this Agreement   to

maintain the Life Insurance Policy, the Executive shall have

the   option   to   continue the Life Insurance Policy   at   the

Executive's expense.

 

 

                             -2-

 

<Page>

 

            (ii)      The   Company will provide the Executive

with a long-term disability policy ("the Disability Policy")

that   will   provide monthly benefits of no less than   $2,500

U.S.   Dollars per month.   Coverage shall begin no later than

the   Effective   Date   and continue   for   the   Term   of   this

Agreement.   If the Executive's employment is terminated   and

the   Company is no longer obligated under this Agreement   to

maintain the Disability Policy, the Executive shall have the

option   to continue the Disability Policy at the Executive's

expense.

 

        (d)   Expenses.    Executive   shall   be   entitled    to

receive   prompt   reimbursement for all   reasonable   expenses

incurred   by   Executive during the Term   in   the   course   of

performing   his   duties   and   responsibilities   under    this

Agreement,   in accordance with the policies, practices,   and

procedures of the Company.

 

        (e)   Fringe   Benefits.   During the   Term,   Executive

shall be entitled to fringe benefits in accordance with   the

plans,   practices,   programs, and policies   of   the   Company

available to other Peer Executives.

 

        (f)   Vacation.   During the Term, Executive   will   be

entitled   to   paid vacation time not to exceed   20   business

days per year.

 

   6.     Change   of   Control.    For   the   purposes   of   this

Agreement,   a "Change of Control" shall mean the   occurrence

of any of the following events:

 

        (a)    any person is or becomes a "beneficial   owner"

        (as   defined   in   Rule   13d-3 under   the   Securities

        Exchange    Act    of   1934   (the   "Exchange    Act")),

        directly or indirectly, of either (i) a majority   of

        the   then-outstanding shares of common stock of   the

        Company   ("Company Common Stock") or (ii) securities

        of   the   Company   representing   a   majority   of   the

        combined    voting   power   of   the    Company's    then

        outstanding   securities eligible   to   vote   for   the

        election    of    directors    (the    "Company    Voting

        Securities"); provided, however, that   for   purposes

        of   this   paragraph (a), the following   acquisitions

        of    Company    Common    Stock   or    Company    Voting

        Securities    shall   not   constitute   a    Change    of

        Control: (A)   an acquisition by the Company   or   any

        entity   that, directly or indirectly through one   or

         more intermediaries, controls, is controlled by,   or

        is    under   common   control   with   the   Company    (a

        "Company   Affiliate"),   (B) an   acquisition   by   any

        employee   benefit plan (or related trust)   sponsored

        or    maintained   by   the   Company    or    a    Company

        Affiliate,   (C)   an   acquisition   by   Executive    or

        another    Company   officer   or   group    of    Company

        officers, or (D) an acquisition pursuant to   a   Non-

        Qualifying Transaction (as defined in paragraph   (b)

        below); or

       

        (b)     the    consummation   of   a    recapitalization,

        reorganization,   merger,   consolidation,    statutory

        share   exchange,   or   similar   form   of   transaction

        involving   the   Company   or   a   subsidiary   of    the

        Company   (a "Reorganization"), or the sale or   other

        disposition   of   all   or substantially   all   of   the

        Company's   assets (a "Sale") or the   acquisition   of

        assets     or     stock    of    another    entity     (an

        "Acquisition");      provided,      however,       such

        Reorganization,   Sale,   or   Acquisition    shall    be

        deemed   to   be   a   "Non-Qualifying   Transaction"   if

        immediately following such Reorganization, Sale,   or

        Acquisition   the individuals and entities   who   were

        the   beneficial   owners of the   outstanding   Company

        Common    Stock    and   outstanding    Company    Voting

        Securities      immediately      prior      to      such

        Reorganization,   Sale,   or Acquisition   beneficially

        own,   directly   or   indirectly, more   than   50%   of,

        respectively, the then outstanding shares of   common

        stock   and   the combined voting power   of   the   then

        outstanding   voting   securities   entitled   to    vote

        generally in the election of directors, as the   case

        may be, of the entity resulting from or surviving

       

 

                             -3-

 

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        such     Reorganization,    Sale,     or     Acquisition

        (including, without limitation, an entity   which   as

        a   result   of such transaction owns the   Company   or

        all or substantially all of the Company's assets   or

        stock   either   directly   or   through   one   or    more

        subsidiary entities, the "Surviving Entity"); or

       

        (c)   approval by the shareholders of the Company   of

        a    complete   liquidation   or   dissolution   of    the

        Company.

       

   7.   Termination of Employment.

 

        (a)   Death.   Executive's employment shall   terminate

automatically upon Executive's death during the Term.

 

        (b)   Disability.   If the Company determines in   good

faith   that   the Disability (as defined below) of   Executive

has   occurred   during   the Term, it may   give   to   Executive

written   notice   of   its intention to terminate   Executive's

employment.   In such event, Executive's employment with   the

Company   shall   terminate effective on the   30th   day   after

receipt of such written notice by Executive (the "Disability

Effective   Date"), provided that, within the 30   days   after

such receipt, Executive shall not have returned to full-time

performance   of   Executive's duties.   For purposes   of   this

Agreement,   "Disability"   shall have   the   same   meaning   as

provided    in   the   long-term   disability   plan   or    policy

maintained   by   the Company and covering Executive.    If   no

such   long-term   disability plan or   policy   is   maintained,

"Disability"   shall   mean   the inability   of   Executive,   as

determined by the Board, to perform the essential   functions

of   his regular duties and responsibilities, with or without

reasonable   accommodation, due to a   medically   determinable

physical   or   mental   illness   which   has   lasted   (or    can

reasonably   be   expected   to   last)   for   a   period   of   six

consecutive   months.    At the request of   Executive   or   his

personal representative, the Board's determination that   the

Disability   of Executive has occurred shall be   certified   a

physician mutually agreed upon by Executive, or his personal

representative,   and the Company.   Failing such   independent

certification   (if   so requested by Executive),   Executive's

termination   shall be deemed a termination   by   the   Company

without   Cause   and   not   a termination   by   reason   of   his

Disability.

 

        (c)   Termination   by the Company.   The   Company   may

terminate   Executive's employment during the   Term   with   or

without   Cause.    For   purposes of this   Agreement,   "Cause"

shall mean:

 

           (i)    failure or refusal by Executive to   perform

substantially   Executive's duties with   the   Company   (other

than   any   such   failure resulting from   incapacity   due   to

physical    or    mental   illness,   or   following   Executive's

delivery   of   notice   of termination for   Good   Reason,   and

specifically   excluding   any   failure   by   Executive,   after

reasonable efforts, to meet performance expectations) or   to

obey   a lawful directive from the Board consistent with   the

Executive's   duties and responsibilities,   after   a   written

demand for substantial performance is delivered to Executive

by   the Board which identifies the manner in which the Board

believes   that   Executive   has not   substantially   performed

Executive's duties or has failed or refused to obey a lawful

directive, or

 

           (ii)    engaging by Executive in illegal   conduct,

intentional misconduct, or gross misconduct which the   Board

(excluding   Executive) in its reasonable judgment determines

is   likely   to be injurious to the Company or its reputation

or to subject the Company to liability for damages, or

 

 

                             -4-

 

<Page>

 

           (iii)    conviction of Executive   (or   a   plea   of

guilty or nolo contendere by Executive to) a felony or other

crime involving moral turpitude.

 

   The   cessation of employment of Executive   shall   not   be

deemed   to   be for Cause unless and until there   shall   have

been   delivered   to   Executive a copy of a   resolution   duly

adopted   by the affirmative vote of not less than a majority

of   the   entire   membership   of the   Board   of   the   Company

(excluding   Executive,   if Executive   is   a   member   of   the

Board),   finding   that, in the good faith   opinion   of   such

Board,   Executive   is   guilty of the   conduct   described   in

subparagraph   (i), (ii), or (iii) above, and specifying   the

particulars   thereof   in   detail.    Such   finding   shall   be

effective to terminate Executive's employment for Cause only

if   Executive was provided reasonable notice of the proposed

action   and was given an opportunity, together with counsel,

to be heard by the Board.

 

        (d)   Termination   by Executive.    During   the   Term,

Executive's   employment may be terminated by   Executive   for

Good   Reason or no reason.   For purposes of this   Agreement,

unless   written   consent   of Executive   is   obtained,   "Good

Reason" shall mean:

 

           (i)    a   reduction by the Company in   Executive's

Base   Salary;   provided however, the   Company   may,   on   one

occasion, reduce Executive's Base Salary by an amount not to

exceed   15%   of the Base Salary then in effect without   such

reduction   constituting "Good Reason" under this   Agreement.

Such   reduced   salary   then shall   become   Executive's   Base

Salary   for   purposes of this Agreement, provided   that   the

Company   shall annually review the continuing necessity   for

such   reduction and will restore such amounts to Executive's

Base   Salary   when   the   Board, in   its   business   judgment,

determines it is prudent to do so;

 

           (ii)    any failure by the Company to comply   with

and satisfy 14(c) of this Agreement;

 

           (iii)   a   material reduction by   the   Company   of

Executive's   duties, responsibilities or authority   that   is

inconsistent   with Executive's position as   Chief   Operating

Officer; or

 

           (iv)   a   breach of this Agreement by the   Company

which is not cured in accordance herewith.

 

   Good   Reason   shall   not   include   Executive's   death   or

Disability;   provided that Executive's   mental   or   physical

incapacity following the occurrence of an event described in

clause   (i)   -   (   iv)   above shall not   affect   Executive's

ability   to   terminate for Good Reason.   In the   event   that

"Cause" exists under this Agreement and the Company acts   to

terminate Executive's employment for Cause, Executive   shall

not be entitled to exercise a termination for Good Reason or

to   receive   payments or benefits pursuant to Section   8   of

this   Agreement for termination for Good Reason.   Except   as

provided    in    Section    8(b)(1),    Executive's    continued

employment shall not constitute consent to, or a   waiver   of

rights   with respect to, any circumstance constituting   Good

Reason   hereunder.    Any claim of "Good Reason"   under   this

Agreement shall be communicated by Executive to the   Company

in   writing within 10 business days of his knowledge of   its

occurrence,   which writing shall specifically   identify   the

factual   details   concerning   all   events   giving   rise    to

Executive's   claim of Good Reason under this   Section   7(d).

No    general    description   of   unspecified    events    shall

constitute   proper notice of Good Reason or termination   for

Good   Reason.   The Company shall have an opportunity to cure

any   claimed event of Good Reason described in clause (i)   -

(iv) above within 30 days of such notice from Executive.

 

 

                             -5-

 

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        (e)   Notice of Termination.   Any termination by   the

Company for Cause, or by Executive for Good Reason, shall be

communicated   by   Notice of Termination to the   other   party

hereto   given   in   accordance with   Section   15(f)   of   this

Agreement.    For purposes of this Agreement,   a   "Notice   of

Termination" means a written notice which (i) indicates   the

specific   termination   provision in   this   Agreement   relied

upon,   (ii) to the extent applicable, sets forth   the   facts

and circumstances claimed to provide a basis for termination

of   Executive's employment under the provision so indicated,

and   (iii)   specifies the termination date.   The failure   by

Executive   or   the   Company to set forth in   the   Notice   of

Termination any fact or circumstance which contributes to   a

showing of Good Reason or Cause shall not waive any right of

Executive    or   the   Company,   respectively,   hereunder    or

preclude   Executive   or   the   Company,   respectively,    from

asserting such fact or circumstance in enforcing Executive's

or the Company's rights hereunder.

 

        (f)   Date   of   Termination.   "Date   of   Termination"

means   (i)   if Executive's employment is terminated   by   the

Company for Cause, or by Executive for Good Reason, the date

of   receipt of the Notice of Termination or a date within 15

days   after   receipt   of   the   Notice   of   Termination,    as

specified in such notice, (ii) if Executive's employment   is

terminated    by   the   Company   other   than   for    Cause    or

Disability,   the Date of Termination shall be   the   date   of

receipt   of   the Notice of Termination or a date   within   45

days   after   receipt   of   the   Notice   of   Termination,    as

specified in such notice, (iii) if Executive's employment is

terminated   by reason of death or Disability,   the   Date   of

Termination shall be the date of death of Executive   or   the

Disability Effective Date, as the case may be, and   (iv)   if

Executive's   employment is terminated by   Executive   without

Good   Reason,   the   Date of Termination   shall   be   30   days

following    the    Company's   receipt   of    the    Notice    of

Termination, unless the Company specifies an earlier Date of

Termination.

 

   8.   Obligations of the Company upon Termination.

 

         (a)    Benefits   Payable   on   All   Terminations    of

Employment.   The   following benefits   ("Standard   Benefits")

shall   be payable to the Executive, his estate or his   legal

representative (as the case may be) upon any termination   of

employment, whenever and however occurring:

 

            (i)   in   a   single lump sum, within thirty   (30)

days after the Date of Termination, cash payment in the   sum

of   the following amounts, to the extent not previously paid

to   Executive   (the "Accrued Obligations"): (1)   Executive's

Base   Salary through the Date of Termination, and (2) unless

Executive   has   a   later payout date   that   is   required   in

connection   with the terms of a deferral plan or   agreement,

any   vested   compensation previously deferred   by   Executive

(together with any amount equivalent to accrued interest   or

earnings thereon); and

 

            (ii)   to   the   extent   not theretofore   paid   or

provided,   the   Company   shall   timely   pay   or   provide   to

Executive   any   other amounts or benefits   accrued   for   the

benefit   of   Executive under any plan, program,   policy,   or

practice   of   the Company prior to the Date   of   Termination

(such   other   amounts   and   benefits   shall   be   hereinafter

referred to as the "Other Benefits").   With respect   to   the

provision of Other Benefits, the term Other Benefits as used

in   this   paragraph shall include, without   limitation,   and

Executive    or    his    estate,    beneficiaries,    or    legal

representatives,   as   applicable,   shall   be     entitled    to

receive, benefits under such plans, programs, practices, and

policies    relating   to   death,   disability,   or   retirement

benefits,   if   any, as are applicable to   Executive   or   his

family on the Date of Termination; and

 

            (iii)    if    Executive's   employment   shall    be

terminated for Cause, or if Executive voluntarily terminates

employment without Good Reason or decides not to extend   the

Term of this Agreement as contemplated in Section 3, this

 

 

                             -6-

 

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Agreement   shall   terminate without further   obligations   to

Executive, other than for payment of Accrued Obligations and

Other Benefits as provided in this Section.

 

        (b)     Additional     Termination    Benefits.     Upon

occurrence   of any Additional Benefit Event (as   defined   in

paragraph   (c)   below),   and in   addition   to   the   Standard

Benefits,   the   Executive   shall also   be   entitled   to   the

following:

 

            (i)   in   consideration of Executive's   execution

of   a Release and Agreement Not to Sue in substantially   the

form   of   Exhibit A hereto as such form may   be   amended   to

comply with applicable law at the time of execution of   such

Release   and Agreement Not to Sue (the "Release"),   payments

to   Executive over a 12-month period following the   Date   of

Termination equal to the annual Base Salary at the   Date   of

Termination,   payable in approximately   equal   bi-weekly   or

other   installments   as are or become   customary   under   the

Company's payroll practices for its employees from   time   to

time; and

 

            (ii)   the Company shall, at its expense, provide

for   a   12-month   period: (1) medical   and   dental   benefits

substantially similar in the aggregate to those provided   to

the   Executive   and   the Executive's dependents   immediately

prior to the Date of Termination, and (2) continued coverage

for   the   Executive under the Life Insurance Policy and   the

Disability   Policy;   provided,   however,   that   the   Company

obligations with respect to the foregoing benefits shall   be

reduced   to the extent that the Executive or the Executive's

dependents obtain any such benefits pursuant to a subsequent

employer's benefit plan.

 

        (c)    Additional   Benefit   Events.   The    Additional

Benefit Events are:

 

            (i)    termination    by   the    Company    of    the

Executive's employment within thirty-six (36) months of   the

Effective Date, without Cause (but excluding termination   on

death or for Disability);

 

            (ii)    the    Executive's   termination    of    his

employment   within thirty-six (36) months of   the   Effective

Date, for Good Reason;

 

            (iii)   the   Company's exercise of its   right   to

terminate further renewal of Executive's employment pursuant

to   Section   3, which results in the Term of this   Agreement

being less than thirty-six (36) months;

 

            (iv)   the   occurrence of any event described   in

paragraphs   (i)-(ii) at any time within twelve   (12)   months

following a Change of Control; or

 

            (v)    the   occurrence of any event described   in

paragraphs (i)-(iii) following a Change of Control but prior

to the third anniversary of the Effective Date.

 

          For   purposes   of   paragraphs   (i)   and   (ii),   an

Additional   Benefit Event will be deemed   to   have   occurred

when   the   underlying   event giving rise   to   the   right   of

termination   occurred,   without regard   to   when   Notice   of

Termination   was   delivered or the date on which   it   became

effective.   For purposes of paragraph (iii), if   Executive's

employment is terminated by the Company without Cause   prior

to   the   occurrence of a Change of Control   and   if   it   can

reasonably be shown that Executive's termination (1) was   at

the   direction   or request of a third party that   had   taken

steps   reasonably calculated to effect a Change   of   Control

after   such   termination,   or   (2)   otherwise   occurred    in

anticipation   of a Change of Control, and in either   case   a

Change of Control as defined hereunder does, in fact, occur,

then Executive shall have the rights described in Section

 

 

                             -7-

 

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8(b)   as   if the Change of Control had occurred on the   date

immediately preceding the Date of Termination.

 

        (d)    Resignations.    Termination    of    Executive's

employment    for   any   reason   whatsoever   shall   constitute

Executive's resignation from the Board of Directors   of   the

Company   and   resignation as an officer of the Company,   its

subsidiaries, and affiliates.

 

   9.     Non-exclusivity   of   Rights.     Nothing    in    this

Agreement   shall prevent or limit Executive's continuing   or

future   participation in any employee benefit plan, program,

policy,   or practice provided by the Company and   for   which

Executive   may   qualify,   except   as   specifically   provided

herein.     Amounts   which   are   vested   benefits   or    which

Executive   is   otherwise   entitled   to   receive   under    any

employee benefit plan, policy, practice, or program   of   the

Company, its subsidiaries or any of its affiliated companies

at or subsequent to the Date of Termination shall be payable

in   accordance with such plan, policy, practice, or   program

except as explicitly modified by this Agreement.

 

   10.   No   Obligation   to   Mitigate.    In   no   event   shall

Executive be obligated to seek other employment or take   any

other action by way of mitigation of the amounts payable   to

Executive under any of the provisions of this Agreement and,

except as explicitly provided herein, such amounts shall not

be    reduced    whether   or   not   Executive    obtains    other

employment.

 

   11.   Representations   and Warranties.    Executive   hereby

represents and warrants to the Company that Executive is not

a   party   to, or otherwise subject to, any covenant   not   to

compe