EXHIBIT 10.23
RESOLUTION AUTHORIZING THE ASSIGNMENT OF
THE "THREE TIMES SALARY" GROUP CARVE-OUT
LIFE INSURANCE POLICIES TO THE OFFICERS
IN THE EVENT OF A CHANGE OF CONTROL;
AUTHORIZING CERTAIN OFFICERS
TO PURCHASE HEALTH CARE COVERAGE
FROM THE CORPORATION AT COBRA RATES
UNTIL THE OFFICERS ARE MEDICARE ELIGIBLE OR
RE-EMPLOYED, IN THE EVENT OF A CHANGE OF CONTROL; AND
AUTHORIZING THE CORPORATION TO PROVIDE
PROFESSIONAL OUTPLACEMENT SERVICE TO ANY OF THE
OFFICERS UP TO A MAXIMUM OF $5,000 PER
OFFICER IF THE OFFICER'S EMPLOYMENT IS TERMINATED
WITHIN ONE YEAR OF A CHANGE OF CONTROL
NOW, THEREFORE, BE IT RESOLVED, that in the event of a change
of control followed by the termination of the employment of any officer
(whether elected or appointed) of the corporation within one (1) year
after (or substantially concurrently with) such change of control,
under circumstances in which such officer is entitled to receive the
"Deferred Compensation Amount" benefit under his "Deferred Compensation
Agreement" with the corporation (or, in the case of Mr. Lestina, the
"Severance Benefit" under his Severance and Non-Competition Agreement,
and in the case of Mr. Fryda, if he would have been entitled to such a
benefit were he a party to a Deferred Compensation Agreement on the
same terms as the other Vice Presidents of the corporation), such
officer shall be entitled, in addition to any benefits to which he is
entitled under his existing agreements with the corporation:
(1) to have assigned to him, at no cost, the "three times
salary" group carve-out life insurance policy
insuring his life;
(2) subject to the qualifications set out below, to
purchase health care coverage from the corporation,
at the prevailing COBRA rates in effect from time to
time, for a continuous period of time until such
officer is Medicare eligible or at such time as such
officer is re-employed and provided with health care
coverage from another source (provided, that this
provision shall not apply to Messrs. Lestina and
Ranus, who have other contractual arrangements with
the corporation); and
(3) to professional outplacement services, at the expense
of the corporation, at a cost up to a maximum of $5,000
per officer.
FURTHER RESOLVED, that the right to purchase health insurance
coverage provided in paragraph (2) of the preceding resolution is
subject to the following: (i) the coverage shall be such as is
available from time to time under the group plan offered by the
corporation to its employees generally; (ii) it shall be effective only
for so long as the corporation continues to offer such coverage to its
employees generally; and (iii) it shall be effective only if and to the
extent that the officer remains insurable under any third party
insurance (including any so-called "stop loss" insurance used in
connection with a self-insured plan) the corporation has in effect in
connection with such plan;
FURTHER RESOLVED, that it is intended that the rights granted
under these resolutions be enforceable by the officers individually,
subject to the following resolution;
FURTHER RESOLVED, that these resolutions may be amended,
repealed or rescinded by the Board of Directors at any time prior to
the occurrence of a change of control, but not thereafter;
FURTHER RESOLVED, that the Secretary is directed to provide
notice of this resolution to each of the 12 officers as soon as
practicable after this meeting.