Exhibit 10.25
[FORM OF SEVERANCE AGREEMENT]
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT is made as of [.], 2002 by and between IPMC
Acquisition, L.L.C. (the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Executive").
The parties hereto, intending to be legally bound hereby, agree as
follows:
1. Position and Compensation. The Executive currently is serving as an
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executive of the Company and is receiving the following compensation (the
"Compensation") for his services: (a) a base salary (which amount may be
increased as the Company may determine and such increased rate of base salary
shall thereafter constitute the Executive's base salary for all purposes of this
Agreement), (b) an annual performance bonus (in accordance with the Company's
[Executive Incentive Bonus Plan] then in effect), and (c) participation in all
of the Company's employee benefits plans, including retirement and pension
plans, life insurance plans, health, dental and medical plans which are, from
time to time, made available by the Company to similar executives, subject to
the terms of such plans.
2. Compensation Upon Termination. The Executive shall be entitled to
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the following Compensation from the Company upon termination of employment:
(a) Upon "Resignation" or Termination for "Cause". In the event of
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termination of the Executive's employment upon "Resignation" or termination for
"Cause", the Executive shall be entitled to receive the Compensation specified
in Section 1 through the date of termination plus any unpaid performance bonus
for any prior fiscal year.
(b) Upon Termination "Without Cause" or for "Good Reason". In the
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event that the Executive's employment is terminated by the Company "Without
Cause" or by the Executive for "Good Reason", then the Executive shall be
entitled to receive: (i) Compensation due the Executive through the date of
termination (including, without limitation, any unpaid performance bonus for the
prior fiscal year), and (ii) a lump sum payable on the date of termination equal
to one-half of the Executive's base salary then in effect and (iii) the
continuation of the benefits described in Section 1(c) or the provision of
equivalent benefits until the earlier of (x) the date upon which the Executive
begins to be covered by medical insurance with a new employer or (y) the first
anniversary of the date of termination.
3. Definitions. For purposes of this Agreement, the terms "Cause",
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"Without Cause", "Resignation" and "Good Reason" shall have the meaning set
forth in Exhibit A attached hereto.
4. No Mitigation. The Executive shall not be required to mitigate the
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amount of any payment provided for in this Agreement in connection with or
following termination of employment by seeking other employment or otherwise,
nor shall the amount of any Compensation provided for herein be reduced by any
compensation earned by the Executive as the result of employment by another
employer after termination of the Executive's employment hereunder.
5. Miscellaneous.
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(a) Successors; Binding Agreement. In the event of any merger,
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consolidation or transfer of assets, the provision of this Agreement shall bind
and inure to the benefit of the surviving or resulting corporation, or the
corporation to which such assets have been transferred, as the case may be.
(b) Attorney's Fees. All reasonable legal fees and costs incurred
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by the Executive in connection with the resolution of any dispute or controversy
under or in connection with this Agreement shall be reimbursed by the Company
promptly upon the Executive's incurrence thereof, unless the dispute or
controversy is finally determined in favor of the Company.
(c) Governing Law. This Agreement shall be governed, construed,
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interpreted, and enforced in accordance with the substantive laws of the State
of Illinois.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
IPMC ACQUISITION, L.L.C.
By:_________________________________
____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
Exhibit A
to
Severance Agreement
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The term "Cause" shall mean and include (a) chronic alcoholism or
drug addition, (b) deliberate misappropriation of any material amount of money
or other assets or properties of the Company or any affiliate or successor
thereof, (c) except where the nonperformance is caused by the illness or other
similar incapacity or disability of the Executive, gross and continuing neglect
in the substantial performance of duties reasonably assigned to the Executive
that is not corrected promptly upon receipt by the Executive of written notice
delivered at the direction of the Company specifically identifying the manner in
which it is alleged that the Executive has not substantially performed his
duties, (d) any willful and material breach of any of the terms of this
Agreement except where the breach is caused by the illness or other similar
incapacity or disability of the Executive, (e) conviction of a misdemeanor
involving moral turpitude or conviction of a felony, (f) death of the Executive,
or (g) a permanent disability that entitles the Executive to receive benefits
under the applicable Company disability plan.
The term "Without Cause" shall mean termination by the Company for
any reason other than "Cause".
The term "Good Reason" shall mean the continuation of any of the
following (without the Executive's express prior written consent) after written
notice provided by the Executive and the failure by the Company to remedy such
event or condition within thirty (30) days after receipt of such notice:
(a) A reduction in the Executive's base salary, as in effect pursuant
to Section 1(a);
(b) Failure by the Company to pay to the Executive any bonus which is
payable pursuant to Section 1(b);
(c) A failure by the Company to provide, on terms no less favorable
to the Executive than the terms offered to other similar executives of the
Company, any benefit or compensation plan (including any pension, profit
sharing, life insurance, health, accidental death or dismemberment or disability
plan), or any substantially similar benefit or compensation plan, which has been
made available to such other similar executives; provided, however, that nothing
in Section 1(c) shall be construed to mean that the Company shall be constrained
from amending or eliminating any benefit or compensation plan as such is applied
to the Executive and to other similar executives of the Company; or
(d) Any other material breach of this Agreement by the
Company.
The term "Resignation" shall mean a termination by the Executive for
any reason other than "Good Reason".