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EXHIBIT 10.8
SEVERANCE BENEFITS AGREEMENT
This Severance Benefits Agreement (this "Agreement") is effective as of
_________________, 1998, between The Enstar Group, Inc., a Georgia corporation
("Enstar"), and ______________, an employee of Enstar ("Employee").
WITNESSETH:
WHEREAS, the Board of Directors of Enstar (the "Board") believes that
it is advisable to provide Employee with certain severance benefits in order to
provide Employee with enhanced financial security and provide an incentive and
encouragement to Employee to remain with Enstar.
NOW, THEREFORE, in consideration of the premises and the covenants
herein contained, the parties hereto agree as follows:
Section 1. Employment. Enstar shall continue the employment of Employee in
the position of ______________________, as such position is defined in terms of
responsibilities and compensation as of the effective date of this Agreement.
Section 2. Term of Employment. Enstar and Employee acknowledge that
Employee's employment is at will. If Employee's employment terminates for any
reason, Employee shall not be entitled to any payments, benefits, damages,
awards or compensation other than as provided by this Agreement or as may
otherwise be available in accordance with Enstar's established employee plans
and policies at the time of termination or by law.
Section 3. Termination. If Employee's employment with Enstar (or its
successors and assigns) is terminated at any time, then Employee shall be
entitled to receive severance benefits as follows:
(a) Voluntary Resignation; Termination for Cause. If Employee's
employment terminates by reason of Employee's voluntary resignation (that is, it
is not an "Involuntary Termination"), or if the Employee is terminated for
"Cause", then the Employee shall not be entitled to receive severance or other
benefits except for those (if any) as may then be established under Enstar's
then existing severance and benefit plans and policies at the time of such
termination.
(b) Involuntary Termination. If Employee's employment is terminated at
any time as a result of an Involuntary Termination, then Employee shall be
entitled to receive severance pay in an amount equal to Employee's base salary
for a period of [twelve (12) months for executive employees and six (6) months
for non-executive employees] months at the highest rate in effect during the one
year immediately preceding the date in which such
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termination occurs. Any severance payments to which Employee is entitled
pursuant to this section shall be paid in a lump sum on the date of termination,
and subject to all withholding and payroll taxes required by law.
(c) Termination for Disability or Death. If Enstar terminates
Employee's employment as a result of Employee's "Disability", or Employee's
employment is terminated due to the death of the Employee, then the Employee
shall not be entitled to receive severance or other benefits except for those
(if any) as may then be established under Enstar's then existing benefits plans
and policies at the time of such termination.
Section 4. Definition of Terms.
(a) Involuntary Termination. "Involuntary Termination" shall mean (i)
without Employee's express written consent, the significant reduction by Enstar
of Employee's duties, which is inconsistent with Employee's position and
responsibilities in effect immediately prior to such assignment, or the removal
by Enstar of Employee from such position and responsibilities; (ii) a reduction
by Enstar in the base salary of the Employee as in effect immediately prior to
such reduction; (iii) the relocation by Enstar of Employee to a facility or
location more than 30 miles from Employee's then present location, without
Employee's express written consent; or (iv) any termination by Enstar of
Employee's employment which is not effected for his death, for Disability or for
Cause. The assignment of Enstar's rights under this Agreement or the transfer of
Employee's employment (i) to the assignee, acquiror or successor to all or
substantially all of the business, assets or stock of Enstar or (ii) to any
corporation that controls, is controlled by, or is under common control with,
Enstar, shall not constitute an Involuntary Termination, provided clauses (i)
through (iv) above shall continue to apply after any such assignment or
transfer.
(b) Cause. "Cause" shall mean (i) any intentional act of personal
dishonesty taken by Employee in connection with his or her responsibilities as
an Employee, (ii) Employee's conviction of a felony, (iii) a willful and
deliberate act by Employee which constitutes either misconduct or a breach of a
legal duty to Enstar, and in either case is injurious to Enstar, and (iv)
continued violations by Employee of Employee's obligations under Section 1 of
this Agreement after there has been delivered to Employee at least one written
demand for performance from Enstar which describes the basis for Enstar's belief
that Employee has not substantially performed his or her duties.
(c) Disability. "Disability" shall mean that Employee has been unable
to perform substantially all his or her duties under this Agreement as a result
of his or her incapacity due to
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physical or mental illness for a period of 90 consecutive days or for a
total of 90 days out of any 120 consecutive day period.
Section 5. Notices.
(a) Notices. All notices contemplated by this Agreement shall be in
writing and shall be delivered personally or mailed by certified mail, postage
prepaid. In the case of Employee, mailed notices shall be addressed to Employee
at Employee's home address as noted on the records of Enstar. In the case of
Enstar, mailed notices shall be addressed to its corporate headquarters, and all
notices shall be directed to the attention of its Secretary.
(b) Notice of Termination. Any termination of Employee's employment by
Enstar for Cause or as a result of Employee's Disability, or by Employee as a
result of a voluntary resignation or any Involuntary Termination by Enstar,
shall be communicated by a notice of termination to the other party hereto given
in accordance with Section 5(a) above. If Employee is claiming termination due
to any Involuntary Termination, Employee shall indicate in the notice any
specific fact or circumstance which gives rise to Employee's claim of an
Involuntary Termination.
Section 6. Entire Agreement. This Agreement represents the entire agreement
of the parties hereto with respect to the subject matter hereof. No agreements,
representations or understandings whether oral or written or (whether expressed
or implied) which are not expressly set forth in this Agreement have been made
or entered into by either party with respect to the subject matter hereof.
Section 7. Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Georgia.
Section 8. No Assignment of Benefits. The right of Employee to severance
payments or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment, or by operation of
law, including, without limitation, bankruptcy, garnishment, attachment or other
creditor's process, and any such action in violation of this Section 8 shall be
void.
Section 9. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of Enstar, its successors and assigns.
Section 10. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one in the same instrument.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement,
and the case of Enstar by its duly authorized officer, as of the day and year
first above written.
THE ENSTAR GROUP, INC.
By:
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Title:
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EMPLOYEE:
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