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FORM OF
SPECIAL SEVERANCE AGREEMENT
This document outlines the special severance arrangement that will apply to you
if your employment with ▇▇▇▇▇ & ▇▇▇▇▇▇▇ United, Inc. and Subsidiaries ("P&LU")
is terminated within two (2) years after the effective date of a "change in
control" of P&LU as defined in the ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Inc. 1994 Award and Option
Plan.
If your employment is terminated within two (2) years after the effective date
of a Sale for any reason other than for "disability" or "cause" or if you
terminate your employment for "good reason", you shall be entitled to a special
severance benefit to be paid on the first day of the month following such
termination in a sum equal to one (1) times the highest total of salary
payments and bonus earned by you from P&LU in any calendar year, less
applicable employment taxes. Your employment will be considered terminated for
"disability" if, in the good faith judgment of P&LU, you have been unable to
substantially perform your obligations as an employee for a period of four (4)
consecutive months or for six (6) months in any twelve (12) month period. You
will be considered terminated for "cause" if your termination results from: (1)
your engaging in a course of misconduct which P&LU reasonably believes to be
materially harmful to P&LU after notice of and a reasonable opportunity to cure
such misconduct; or (2) your act of moral turpitude, dishonesty or fraud or
felony conviction which P&LU reasonably believes will render your continued
employment with P&LU damaging or detrimental to P&LU. You will have "good
reason" to terminate your employment if: (a) you are not assigned duties
consistent with those you have performed in the past; (b) you suffer any
substantial diminution in job rights or title or any diminution in salary or
fringe benefits; or (c) P&LU attempts to involuntarily relocate you to an area
outside of Metropolitan Buffalo, New York.
Notwithstanding anything else herein to the contrary, if severance payments to
be made to you under the terms of this memorandum constitute an "excess
parachute payment" within the meaning of Section 280G(b) of the Internal Revenue
Code of 1986, as amended, such payments shall be reduced to the extent necessary
so they do not constitute an "excess parachute payment".
This agreement is not an employment contract and only sets forth the terms of
P&LU's severance policy for you.
▇▇▇▇▇ & ▇▇▇▇▇▇▇ UNITED, INC. Accepted and agreed to
By____________________________ ______________________________
President
October 30, 1995
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