DESCRIPTION OF SEVERANCE ARRANGEMENT
Published on March 31, 1998
Exhibit 10.19
Description of Severance Arrangement
with
Lawrence J. Mosner
Lawrence J. Mosner, the Company's Executive Vice President, is entitled to
severance benefits in the event his employment is terminated for reasons other
than willful misconduct, gross negligence or unlawful actions towards the
Company or towards others on behalf of the Company (i.e., other than for cause).
Under this arrangement, in the event of such a termination, Mr. Mosner will
receive a severance package of one year's base salary plus a second year of
income continuation. As a part of this income continuation, the Company would
continue to make payments to Mr. Mosner in an amount equal to the difference
between his base salary and any lesser salary received by Mr. Mosner from a
subsequent employer. In the event Mr. Mosner's employment is terminated
following certain business combinations or changes of control involving the
Company, the terms of the Executive Retention Agreement between Mr. Mosner and
the Company that is described in the Company's Proxy Statement for its 1998
regular meeting of shareholders under the heading "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements--Executive
Retention Agreements" would govern Mr. Mosner's severance entitlements in lieu
of the foregoing.