Exhibit 10.6
Form of Employment Agreement for Xxxxx River Executives
EMPLOYMENT AGREEMENT
AGREEMENT by and between Xxxxx River Corporation of Virginia,
a Virginia corporation (the "Company") and _____ (the "Executive"), dated as of
the ______ day of ______, 1997.
1. Employment Period. Subject to the consummation of the
transactions contemplated by the Agreement and Plan of Merger among the Company,
Xxxxx River Delaware, Inc. and Fort Xxxxxx Corporation ("Fort Xxxxxx") dated as
of May 4, 1997 (the "Merger Agreement"), the Company hereby agrees to employ the
Executive, and the Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agreement, for the period
commencing on the closing date of the merger contemplated by the Merger
Agreement (the "Commencement Date") and ending on the third anniversary of the
Commencement Date (the "Employment Period"); provided, however that the
Employment Period shall automatically be extended without action by either party
for an additional three year period unless, not later than six months prior to
the third anniversary of the Commencement Date, either party shall give notice
to the other in writing that such party does not intend to extend the Employment
Period. A notice delivered by the Company that it does not intend to extend the
term of this Agreement shall hereinafter be referred to as a "Nonrenewal
Notice."
2. Terms of Employment. (a) Position and Duties. (i)
During the Employment Period, the Executive shall serve in the position and at
the location set forth on Exhibit A hereto.
(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote full attention and time during normal business hours
to the business and affairs of the Company and to use the Executive's reasonable
best efforts to perform such responsibilities in a professional manner. It shall
not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees, (B) deliver lectures,
fulfill speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Commencement Date, the continued conduct
of such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Commencement Date shall not thereafter be deemed to
interfere with the performance of the Executive's responsibilities to the
Company.
(b) Compensation. (i) Base Salary. During the Employment
Period, the Executive shall receive an annual base salary ("Annual Base Salary")
in an amount no less than the Executive's annual base salary immediately prior
to the Commencement Date, payable in cash. The Annual Base Salary shall be paid
no less frequently than in equal bi-weekly installments.
(ii) Annual Bonus. During the Employment Period,
the Executive shall have an annual bonus opportunity no less than that provided
to peer executives of the Company and its affiliates.
(iii) Long-Term Incentives. Upon commencement of
the Employment Period, the Executive shall receive a grant of shares of
restricted stock (the "Restricted Stock") and performance shares (the
"Performance Shares") pursuant to the Company's 1996 Stock Incentive Plan with a
Fair Market Value of the amount set forth on Exhibit A hereto. The Restricted
Stock shall vest one-third on the first anniversary of the date of grant, an
additional one-third on the second anniversary of the date of grant and a final
one-third on the third anniversary of the date of grant. The Performance Shares
shall vest in accordance with the Company's Stock Incentive Plan in a manner
consistent with performance shares granted to other peer executives. For
purposes this Section 2(b)(iii), the "Fair Market Value" of the Company's common
stock shall be the average closing price of the Company's common stock on the
New York Stock Exchange for the five trading days prior to the date of grant.
The Restricted Stock grants shall provide that if the Company shall terminate
the Executive's employment other than for Cause during the Employment Period,
including by reason of the Executive's death or Disability, or the Executive
shall terminate employment for Good Reason during the Employment Period, such
Restricted Stock shall become immediately vested.
(iv) Savings and Retirement Plans. During the
Employment Period, the Executive shall be eligible to participate in all savings
and retirement plans, practices, policies and
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programs to the extent applicable generally to other peer executives of the
Company and its affiliated companies.
(v) Welfare and Other Benefit Plans. During the
Employment Period, the Executive and/or the Executive's family, as the case may
be, shall be eligible for participation in and shall receive all benefits under
welfare, fringe, change of control protection, incentive, vacation and other
similar benefit plans, practices, policies and programs provided by the Company
and its affiliated companies (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company and its affiliated companies.
(vi) Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive, in accordance with the policies of
the Company.
(vii) Fringe Benefits. During the Employment
Period, the Executive shall be entitled to fringe benefits, including, without
limitation, tax and financial planning services, payment of club dues, and an
automobile of his choice and payment of related expenses.
(viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the Vacation
Policy as set forth in the Company's Benefits and Policies Manual, but in no
event less than four weeks per year, as defined in the Benefits and Policies
Manual.
(ix) Indemnity. The Executive shall be indemnified
by the Company against claims arising in connection with the Executive's status
as an employee, officer, director or agent of the Company in accordance with the
Company's indemnity policies for its senior executives, subject to applicable
law.
3. Termination of Employment. (a) Death or Disability. The
Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 9(b) of this Agreement of its
intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
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day after receipt of such notice by the Executive (the "Disability Commencement
Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall have the meaning set forth in the
Company's Long-Term Disability Plan.
(b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "Cause" shall mean:
(i) intentional gross misconduct by the Executive damaging
in a material way to the Company, or
(ii) a material breach of this Agreement, after the Company
has given the Executive notice thereof and a reasonable opportunity to
cure.
(c) Good Reason. The Executive's employment may be terminated
by the Executive for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean a material breach by the Company of this Agreement after the
Executive has given the Company notice of the breach and a reasonable
opportunity to cure.
(d) Notice of Termination. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 9(b) 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 in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the 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
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.
(e) Date of Termination. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company
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for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be,
(ii) if the Executive's employment is terminated by the Company other than for
Cause or Disability, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Commencement Date, as the case may be.
4. Obligations of the Company upon Termination. (a) Good
Reason; Other Than for Cause. If, during the Employment Period, the Company
shall terminate the Executive's employment other than for Cause, death or
Disability, or the Executive shall terminate employment for Good Reason or the
Company shall deliver a Nonrenewal Notice and the Executive thereafter
terminates the Executive's employment at the end of the Employment Period (a
"Nonrenewal Termination"):
(i) the Company shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the
amounts set forth in clauses A, B and C below:
A. the sum of (1) the Executive's Annual Base Salary
through the Date of Termination to the extent not theretofore
paid, (2) the product of (x) the highest bonus paid to the
Executive with respect to the three years ending prior to the
the year in which the Date of Termination occurs (the
"Minimum Bonus") and (y) a fraction, the numerator of which
is the number of days in the current calendar year through
the Date of Termination, and the denominator of which is 365
and (3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and
any other nonqualified benefit plan balances to the extent
not theretofore paid (the sum of the amounts described in
clauses (1), (2), and (3) shall be hereinafter referred to as
the "Accrued Obligations"); and
B. the amount equal to the product of (1) three, or
two in the case of a Nonrenewal Termination, and (2) the sum
of (x) the Executive's Annual Base Salary and (y) the Minimum
Bonus; and
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C. an amount equal to the excess of (a) the actuarial
equivalent of the benefit under the Company's qualified
defined benefit retirement plan or such other qualified
defined benefit pension plan in which the Executive
participates, if any (the "Retirement Plan") (utilizing
actuarial assumptions no less favorable to the Executive than
those in effect under the Company's Retirement Plan
immediately prior to the Commencement Date), and any excess or
supplemental retirement plan in which the Executive
participates (together, the "SERP") which the Executive would
receive if the Executive's employment continued for three
years, or two years in the case of a Nonrenewal Termination,
after the Date of Termination assuming for this purpose that
all accrued benefits are fully vested, and, assuming that the
Executive's compensation in each of the three years, or two
years, as the case may be, is the sum of the Annual Base
Salary and Minimum Bonus over (b) the actuarial equivalent of
the Executive's actual benefit (paid or payable), if any,
under the Retirement Plan and the SERP as of the Date of
Termination;
(ii) the Restricted Stock and any other stock awards that were
outstanding immediately prior to the Commencement Date ("Prior Stock
Awards") shall become immediately vested and/or exercisable, as the
case may be;
(iii) for three years, or two years in the case of a
Nonrenewal Termination, after the Executive's Date of Termination, or
such longer period as may be provided by the terms of the appropriate
plan, program, practice or policy, the Company shall continue benefits
to the Executive and/or the Executive's family at least equal to those
which would have been provided to them in accordance with the welfare
plans, programs, practices and policies described in Section 2(b)(v) of
this Agreement if the Executive's employment had not been terminated
or, if more favorable to the Executive, as in effect generally at any
time thereafter with respect to other peer executives of the Company
and its affiliated companies and their families, provided, however,
that if the Executive becomes reemployed with another employer and is
eligible to receive medical or other welfare benefits under another
employer provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility. For purposes of
determining eligibility
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(but not the time of commencement of benefits) of the Executive for
retiree benefits pursuant to such plans, practices, programs and
policies, the Executive shall be considered to have remained employed
until three years or two years, as the case may be, after the Date of
Termination and to have retired on the last day of such period;
(iv) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other amounts
or benefits required to be paid or provided or which the Executive is
entitled to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies,
excluding any severance plan or policy except to the extent that such
plan or policy provides, in accordance with its terms, benefits with a
value in excess of the benefits payable to the Executive under this
Section 4 (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits").
(v) the Executive shall be provided with free and clear title
to the Company car.
(b) Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause or the Executive terminates employment
without Good Reason during the Employment Period, this Agreement shall terminate
without further obligations to the Executive other than the obligation to pay to
the Executive (x) Accrued Obligations less the amount determined under Section
4(a)(i)A(2) hereof, and (y) Other Benefits, in each case to the extent
theretofore unpaid.
(c) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 4(c) shall include, without limitation, and the
Executive's estate and/or beneficiaries shall be entitled to receive death
benefits as in effect on the date of the Executive's death with respect to other
peer executives of the Company and its affiliated companies and their
beneficiaries. In addition, the Restricted Stock and any
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Prior Stock Awards shall vest immediately and/or become exercisable, as the case
may be.
(d) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. With respect to the provision
of Other Benefits, the term Other Benefits as utilized in this Section 4(d)
shall include, and the Executive shall be entitled after the Disability
Commencement Date to receive, disability and other benefits as in effect
generally with respect to other peer executives of the Company and its
affiliated companies and their families. In addition, the Restricted Stock and
any Prior Stock Awards shall vest immediately and/or become exercisable, as the
case may be.
5. Confidential Information; Noncompetition. (a) The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company or
any of its affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment by the
Company or any of its affiliated companies and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). After termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process
(provided the Company has been given notice of and opportunity to challenge or
limit the scope of disclosure purportedly so required), communicate or divulge
any such information, knowledge or data to anyone other than the Company and
those designated by it.
(b) In the event of a termination of the Executive's by the
Company for Cause or by the Executive without Good Reason, until the second
anniversary of the Executive's Date of Termination, the Executive will not
directly or indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as an officer,
employee, partner, director or otherwise with, or have any financial interest
in, any business which is in competition with the Company or any of its
affiliates in any geographic area where such business is being conducted during
such period. Ownership, for personal
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investment purposes only of not in excess of 2% of the voting stock of any
publicly held corporation shall not constitute a violation hereof.
6. Full Settlement. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any setoff, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").
7. Successors. (a) This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
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8. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary or any
termination of this Agreement notwithstanding, in the event it shall be
determined that any payment or distribution or benefit made or provided by the
Company or its affiliates, including Fort Xxxxxx, to or for the benefit of the
Executive whether pursuant to this Agreement or otherwise, and determined
without regard to any additional payments required under this Section 8) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
(b) Subject to the provisions of Section 8(c), all
determinations required to be made under this Section 8, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by Coopers & Xxxxxxx LLP (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 8, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm's
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 8(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment
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that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than ten business days after the Executive
is informed in writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:
(i) give the Company any information reasonably requested by
the Company relating to such claim,
(ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and xxx for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determi-
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nation before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs the Executive to pay such claim and xxx for
a refund, the Company shall advance the amount of such payment to the Executive,
on an interest-free basis and shall indemnify and hold the Executive harmless,
on an after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of taxes
for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 8(c), the Executive becomes entitled
to receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 8(c)) promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 8(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.
9. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.
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(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
--------------------
If to the Company:
------------------
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) On and after the Commencement Date, this Agreement shall
supersede any other agreement between the parties with respect to the subject
matter hereof and, subject to the closing of the Merger, any such agreement
shall be deemed terminated without any remaining obligations of either party
thereunder. Without limiting the foregoing, in the event the Executive was an
employee of the Company prior to the Commencement Date, any provision of a prior
agreement or other plan or arrangement applicable to the Executive that would
have accelerated the vesting
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of awards under the Company's Stock Incentive Plans or benefits under other
plans or arrangements of the Company shall not apply.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
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[Executive]
XXXXX RIVER CORPORATION OF VIRGINIA
By__________________________________
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