EXHIBIT (10)(k)
Employment-Severance Arrangement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
In January 1996, the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ agreed that ▇▇.
▇▇▇▇▇▇▇ would continue to serve as President and Chief Executive Officer of the
Company until September 30, 1996 or until a new Chief Executive Officer was
employed, whichever came first. Under the terms of this arrangement, ▇▇.
▇▇▇▇▇▇▇'▇ salary was increased to $450,000 annually effective December 1, 1995;
a special bonus award of $112,000 was paid to ▇▇. ▇▇▇▇▇▇▇ in January 1996; and
▇▇. ▇▇▇▇▇▇▇ received a payment of $240,000 the day the new Chief Executive
Officer began employment with the Company (June 1, 1996). This latter payment
was in lieu of any 1996 pro-rated bonus based on the annual incentive plan.
Between June 1, 1996 and December 31, 1996, ▇▇. ▇▇▇▇▇▇▇ served in a transitional
role during which he continued to receive his salary and certain benefits. Upon
retirement, ▇▇. ▇▇▇▇▇▇▇ also received title to his company automobile. Upon his
retirement, ▇▇. ▇▇▇▇▇▇▇ agreed to provide consulting services to the Company
from January 1, 1997 through December 31, 1997 for a monthly fee of $3,333.