Severance and Other Items. Westlake agrees to pay any salaried Plant Employee the severance amount opposite such Business Employee's name as listed on Exhibit 5.1 if such salaried Plant Employee's employment is terminated by Westlake, other than for "cause", during the period which commences on the Closing Date and ends one (1) year thereafter. For purposes of this section, "cause" shall mean failure of an employee to perform those duties in the scope of his employment as a person of ordinary prudence would have done under the same or similar circumstances, or the commission of acts by the employee in the scope of his employment which a person of ordinary prudence would not have done under the same or similar circumstances, including but not limited to (i) the misappropriation of funds or property of Westlake or a subsidiary of the Westlake by a Plant Employee, (ii) commission by a Plant Employee of an act of fraud upon, or a material evidence of bad faith, dishonesty or disloyalty towards Westlake or its subsidiary, or (iii) any conduct on the part of the Plant Employee which would, in Westlake's sole good faith judgment, result in prejudice to the best interest of Westlake or its subsidiary if he were retained as an employee. After receipt of the employee information furnished by Westlake pursuant to Section 5.1 hereof, BFG will work with Westlake to formulate a voluntary separation program with features and employee eligibility mutually determined by BFG and Westlake. In formulating such a program, BFG will consider reasonable and flexible approaches which do not increase or decrease the amount of risk and financial exposure agreed to by BFG herein, regardless of the timing and nature of the program. This program would be offered to the eligible employees in connection with the closing of the transactions contemplated herein. After determination of the number of eligible employees who will accept the voluntary separation program, the balance of the number of the wage and salary employees will either be offered employment by Westlake or severed at the time of closing. Westlake shall reimburse BFG for voluntary separation and severance costs paid by BFG in respect of all Business Employees who accept the early retirement program or are otherwise severed, in excess of an amount calculated as follows: fifty-percent times Average Cost (as hereinafter defined) multiplied by twenty-three (23). For the purposes of the foregoing sentence, the term "Average Cost" means the total amount of ...
