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Change in Control Severance Plan - Countrywide Credit Industries Inc.

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                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                        CHANGE IN CONTROL SEVERANCE PLAN

         WHEREAS,  the Board of Directors  (the "Board") of  Countrywide  Credit
Industries,  Inc., a Delaware  corporation (the "Company"),  recognizes that the
threat of an unsolicited  takeover or other change in control of the Company may
occur which can result in significant  distractions of its key personnel because
of the uncertainties inherent in such a situation; and

         WHEREAS,  the Board has determined that it is essential and in the best
interest of the Company and its  stockholders  to be able to retain the services
of its key  personnel  in the event of a threat of a change  in  control  of the
Company,  and  following  any  change  in  control,  to ensure  their  continued
dedication  and  efforts  in any such  event  without  undue  concern  for their
personal financial and employment security.

         NOW, THEREFORE, in order to fulfill the above objectives, the following
plan has been developed and is hereby adopted.


1.       Purpose
         It is the  purpose of the  Company,  through  this  Plan,  to provide a
         salary continuation  payment and certain other benefits for each of its
         employees who is a Participant  in the Plan and (a) who separates  from
         service with the Company for Good Reason or (b) whose  employment  with
         the  Company  is  involuntarily   terminated  (other  than  for  Cause,
         Disability,  death or an Excluded  Termination),  in either case, on or
         after the date on which a Change in Control  occurs and within the time
         limits specified in Section 5.1.


2.       Contractual Right
         Upon and after a Change in Control, each Participant shall have a fully
         vested,  nonforfeitable  contractual  right,  enforceable  against  the
         Company, to the benefits provided for under Section 6 of this Plan upon
         the  conditions  specified in Section 5.1.  Such  contractual  right to
         receive such  benefits if the  conditions  specified in Section 5.1 are
         fulfilled  shall  arise on the  date on which  the  Change  in  Control
         occurs.


3.       Duration
         This Plan shall be effective as of the date the Plan is approved by the
         Board or such other date as the Board shall designate in its resolution
         approving the Plan. The Plan shall continue in effect until  terminated
         in accordance with Section 9.

4.       Definitions.  For purposes of this Plan, the following definitions 
shall apply:
     4.1 Affiliate: "Affiliate" shall mean with respect to any person or entity,
any entity,  directly or indirectly,  controlled by, controlling or under common
control with such person or entity.

     4.2 Board:  "Board" shall mean the Board of Directors of Countrywide Credit
Industries, Inc.
     4.3 Cause:  "Cause"  shall exist where the  Participant  (a)  intentionally
failed to perform  reasonably  assigned duties, (b) acted dishonestly or engaged
in willful  misconduct in the performance of his or her duties, (c) engaged in a
transaction  in  connection  with the  performance  of his or her  duties to the
Company for personal profit to himself or herself or (d) willfully  violated any
law, rule or regulation in connection  with the performance of his or her duties
(other than traffic violations or similar offenses).
     4.4 Change in  Control:  A "Change in  Control"  shall mean the  occurrence
during the term of this Plan, of any one of the following events:
     (a) An  acquisition  (other than directly from Company) of any common stock
or other "Voting Securities" (as hereinafter defined) of Company by any "Person"
(as the  term  person  is used for  purposes  of  Section  13(d) or 14(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")),  immediately
after which such Person has "Beneficial  Ownership"  (within the meaning of Rule
13d-3  promulgated  under the Exchange Act) of twenty five percent (25%) or more
of the then outstanding  shares of Company's common stock or the combined voting
power of Company's then outstanding Voting  Securities;  provided,  however,  in
determining  whether a Change in Control has occurred,  Voting  Securities which
are acquired in a "Non-Control  Acquisition" (as hereinafter  defined) shall not
constitute an acquisition which would cause a Change in Control. For purposes of
this Plan,  (1) "Voting  Securities"  shall mean  Company's  outstanding  voting
securities  entitled to vote  generally in the  election of directors  and (2) a
"Non-Control  Acquisition"  shall mean an acquisition by (i) an employee benefit
plan (or a trust  forming a part  thereof)  maintained by (A) the Company or (B)
any  corporation  or other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a "Subsidiary"),  (ii) the Company
or  any  of  its  Subsidiaries,  or  (iii)  any  Person  in  connection  with  a
"Non-Control Transaction" (as hereinafter defined);

     (b) The  individuals  who,  as of May 6, 1996 are members of the Board (the
"Incumbent  Board"),  cease for any reason to constitute at least  two-thirds of
the members of the Board; provided, however, that if the election, or nomination
for  election by the  Company's  common  stockholders,  of any new  director was
approved  by a vote of at least  two-thirds  of the  Incumbent  Board,  such new
director  shall,  for purposes of this Plan,  be  considered  as a member of the
Incumbent  Board;  provided,  further,  however,  that no  individual  shall  be
considered a member of the Incumbent Board if such individual  initially assumed
office as a result of either an  actual or  threatened  "Election  Contest"  (as
described in Rule 14a-11  promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

     (c) The  consummation  of: (i) A merger,  consolidation  or  reorganization
involving the Company, unless such merger,  consolidation or reorganization is a
"Non-Control  Transaction."  A  "Non-Control  Transaction"  shall mean a merger,
consolidation or reorganization of the Company where:

     (A)  the   Company's   stockholders,   immediately   before  such   merger,
consolidation  or  reorganization,   own  directly  or  indirectly   immediately
following such merger, consolidation or reorganization, at least seventy percent
(70%) of the combined voting power of the outstanding  Voting  Securities of the
corporation  resulting from such merger,  consolidation or  reorganization  (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting  Securities  immediately  before  such  merger,  consolidation  or
reorganization;

     (B) the  individuals  who were members of the Incumbent  Board  immediately
prior to the execution of the agreement providing for such merger, consolidation
or reorganization  constitute at least two-thirds of the members of the board of
directors  of the  Surviving  Corporation,  or in the  event  that,  immediately
following the consummation of such transaction, a corporation beneficially owns,
directly or  indirectly,  a majority of the Voting  Securities  of the Surviving
Corporation, the board of directors of such corporation; and

     (C) no Person other than (i) the Company,  (ii) any  Subsidiary,  (iii) any
employee  benefit plan (or any trust forming a part  thereof)  maintained by the
Company, the Surviving Corporation,  or any Subsidiary,  or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of twenty five percent  (25%) or more of the then  outstanding  Voting
Securities or common stock of the Company,  has  Beneficial  Ownership of twenty
five  percent  (25%)  or more of the  combined  voting  power  of the  Surviving
Corporation's then outstanding Voting Securities or its common stock;
     (ii) A complete liquidation or dissolution of the Company; or
     (iii)  The sale or other  disposition  of all or  substantially  all of the
assets of the Company to any Person (other than a transfer to a Subsidiary).
     Notwithstanding  the foregoing,  a Change in Control shall not be deemed to
occur  solely  because any Person (the  "Subject  Person")  acquired  Beneficial
Ownership of more than the permitted amount of the then outstanding common stock
or Voting  Securities as a result of the  acquisition  of common stock or Voting
Securities  by the Company  which,  by  reducing  the number of shares of common
stock or Voting Securities then outstanding,  increases the proportional  number
of shares Beneficially Owned by the Subject Person; provided, however, that if a
Change in Control  would occur (but for the  operation  of this  sentence)  as a
result of the  acquisition of common stock or Voting  Securities by the Company,
and after such share acquisition by the Company,  the Subject Person becomes the
Beneficial  Owner of any  additional  common  stock or Voting  Securities  which
increases  the  percentage  of the  then  outstanding  common  stock  or  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.

     Notwithstanding   anything  to  the  contrary   contained  herein,  if  the
employment  of a Participant  is terminated  (i) at the request of a third party
who has indicated an intention or taken steps reasonably  calculated to effect a
Change in Control and who  effectuates a Change in Control or (ii)  otherwise in
connection  with,  or in  anticipation  of, a Change in Control  which  actually
occurs,  then for  purposes  of this Plan the date of a Change in  Control  with
respect to that Participant  shall be deemed to be the date immediately prior to
the date of the Participant's termination.
     4.5 Company:  "Company" shall mean Countrywide Credit Industries,  Inc. and
any successor thereto,  including,  without limitation, any person (as such term
is used in Sections 13(d) and 14(d)(2) of the  Securities  Exchange Act of 1934,
as amended),  partnership(s) or corporation(s)  acquiring directly or indirectly
all or substantially all of the business or assets of the Company.
     4.6 Disability:  "Disability" shall mean physical or mental infirmity which
impairs the Participant's ability to substantially perform his or her duties (as
they existed  immediately  prior to the illness or injury) on a full-time  basis
for four (4)  consecutive  calendar  months or for shorter  periods  aggregating
eighty (80) or more business days in any twelve (12) month period.

     4.7 Excluded Termination:  "Excluded Termination" shall have the meaning as
set forth in Section 5.2 of this Plan.
     4.8 Good Reason:  A Participant  shall have "Good  Reason" for  terminating
employment with the Company only if one or more of the following occurs,  within
one year after a Change in Control,  without the  Participant's  express written
consent:
     (a) a reduction by the Company in the Participant's base salary by at least
five percent (5%) or the termination or reduction of award  opportunities  under
any bonus or incentive award plan,  practice or formula in which the Participant
participates unless a comparable  arrangement (embodied in an ongoing substitute
or  alternative  plan,  practice or formula)  has been made with  respect to the
Participant's  participation in such bonus or incentive award plan,  practice or
formula; or

                  (b)      for any  Participant  who  immediately  prior  to the
                           Change   in   Control   is  a  member   of   employee
                           classification A or B (as set forth in Appendix A), a
                           change  in  the  Participant's  title,   position  or
                           responsibilities  which  represents an adverse change
                           from his or her title,  position or  responsibilities
                           as in effect immediately prior to such change; or

                  (c)      the  relocation of the Company's  office at which the
                           Participant  is  located at the time of the Change in
                           Control to a location more than fifty (50) miles from
                           the location at which the  Participant  performed his
                           or her  duties  immediately  prior to the  Change  in
                           Control.

                  Any event described in Section 4.8(a), (b) or (c) which occurs
                  prior  to  a  Change  in  Control  but  which  the   Executive
                  reasonably  demonstrates  (1)  was at the  request  of a third
                  party who has indicated an intention or taken steps reasonably
                  calculated  to effect a Change  in  Control  or (2)  otherwise
                  arose in connection  with, or in anticipation  of, a Change in
                  Control,  shall  constitute  Good Reason for  purposes of this
                  Agreement  notwithstanding  that it occurred prior to a Change
                  in Control.

                  Notwithstanding the foregoing,  no action by the Company shall
                  give rise to Good Reason if it results from the  Participant's
                  termination  for  Cause,  Disability,  death  or  an  Excluded
                  Termination.

     4.9 Operating Unit: "Operating Unit" shall mean any subsidiary, division or
other business unit of Company or any Affiliate.
     4.10 Participant: "Participant" shall mean an active, full-time employee of
the Company or any of its subsidiaries  who, on the date  immediately  preceding
the  date of a  Change  in  Control,  is (a) not  covered  under  an  individual
employment or severance agreement (as distinguished from a plan or program which
is  applicable to groups of salaried  employees  generally)  which  provides for
compensation  and/or benefits upon termination of employment and (b) employed in
one of the employee classifications set forth in Appendix A.

     4.11 Plan: "Plan" shall mean the Countrywide Credit Industries, Inc. Change
in Control Severance Plan.

     4.12   "Post-Transaction   Good  Reason"  means  with  respect  to  offered
employment   or  the  continued   employment,   as  the  case  may  be,  with  a
Post-Transaction  Employer (as defined in Section 5.2)  following a  Transaction
(as defined in Section 5.2):
                  (a)      a reduction in the  Participant's  annual base salary
                           by at least five  percent  (5%) below the  greater of
                           the  rate  in  effect  (i)  as of  the  date  of  the
                           Transaction   or  (ii)  on  any  date  following  the
                           Transaction;

                  (b)      for any  Participant  who  immediately  prior  to the
                           Change   in   Control   is  a  member   of   employee
                           classification A or B (as set forth in Appendix A), a
                           change  in  the  Participant's  title,   position  or
                           responsibilities  which  represents an adverse change
                           from his or her title,  position or  responsibilities
                           as in effect immediately prior to such change; or

                  (c)      the   relocation   of  the   offices   at  which  the
                           Participant  is  principally  employed  to a location
                           more than fifty (50) miles from the  location of such
                           offices immediately prior to the Transaction,  or the
                           Participant being required to be based anywhere other
                           than  such   offices,   except  to  the   extent  the
                           Participant   was  not   previously   assigned  to  a
                           principal  location and except for required travel on
                           the  Company's  business  to an extent  substantially
                           consistent  with the  Participant's  business  travel
                           obligations at the time of the Transaction;

     4.13 Severance Benefit: "Severance Benefit" shall mean the benefits payable
in accordance with Section 6 of this Plan.

5.       When Provisions Apply
         5.1      The benefits provided for under Section 6 shall be provided to
                  each  Participant who incurs a "Qualifying  Termination."  For
                  purposes of this Plan, a "Qualifying  Termination" shall occur
                  only if a Change in Control occurs and

     (a)  within  one year  after the  Change in  Control  occurs,  the  Company
terminates the Participant's employment other than for Cause; or

     (b) (i) within one year after the  Change in Control  occurs,  Good  Reason
occurs, and
     (ii) the  Participant  terminates  employment  with the Company  within six
months after the Good Reason occurs;

                  provided,  however,  that a Qualifying  Termination  shall not
                  occur  if  the  Participant's   employment  with  the  Company
                  terminates by reason of Cause, the Participant's Disability or
                  death, or an Excluded Termination (as defined in Section 5.2).

         5.2      Sale of Business or Assets. If, following a Change in Control,
                  a Participant's employment with the Company and its Affiliates
                  terminates in connection  with the sale,  divestiture or other
                  disposition  of  any  Operating  Unit  (or  part  thereof)  (a
                  "Transaction"), such termination shall not be a termination of
                  employment of the  Participant  for purposes of the Plan,  and
                  (notwithstanding  the rights  provided to the  Participant  by
                  Section  5.1)  the  Participant  shall  not be  entitled  to a
                  Severance   Benefit  as  a  result  of  such   termination  of
                  employment  if  (i)  the  Participant  is  offered   continued
                  employment,  or  continues  in  employment,  with the divested
                  Operating Unit or the purchaser of the assets of the Operating
                  Unit, as the case may be, (the "Post-Transaction Employer") or
                  their respective Affiliates on terms and conditions that would
                  not  constitute  Post-Transaction  Good  Reason  and  (ii) the
                  Company obtains an agreement from the acquiror of the stock or
                  assets of the  divested  Operating  Unit,  enforceable  by the
                  Participant, to provide or cause the Post-Transaction Employer
                  to provide  severance  pay and  benefits,  if the  Participant
                  accepts the offered employment or continues in employment with
                  the Post-Transaction  Employer or its Affiliates following the
                  Transaction,  (A) at least equal to the Severance  Benefit and
                  (B) payable upon a termination of the Participant's employment
                  with the  Post-Transaction  Employer and its Affiliates within
                  the one year period  described in Section 5.1 (or such part of
                  it as is then  remaining)  for any reason  other  than  Cause,
                  Disability,  the  Participant's  death or a termination by the
                  Participant without Post-Transaction Good Reason. For purposes
                  of this Section 5.2, the terms Cause and Disability shall have
                  the  meanings  ascribed  to them  in  Sections  4.3  and  4.6,
                  respectively,  but the term  Company  as it is used in Section
                  4.3  shall be  deemed  to refer to the  entity  employing  the
                  Participant after the Transaction.

                  A termination  of employment  described in this Section 5.2 is
                  herein  referred  to  as an  "Excluded  Termination."  In  the
                  circumstances  described in this Section 5.2, the  Participant
                  shall not be entitled to receive any  Severance  Benefit under
                  this Plan whether or not the  Participant  accepts the offered
                  employment or continues in employment.  The provisions of this
                  Section  5.2 do not create any  entitlement  to any  Severance
                  Benefit   from  the   Company  and  its   Affiliates   in  any
                  circumstances  whatsoever and are to be construed  solely as a
                  limitation on such entitlement in the circumstances herein set
                  forth.

         5.3      The fact that a Participant is eligible to immediately receive
                  retirement  benefits under the Countrywide  Credit Industries,
                  Inc.  Defined  Benefit  Pension  Plan  or  any  other  Company
                  employee benefit plan, practice or policy shall not render him
                  or her ineligible for the benefits under this Plan.




6.       Severance Benefits
         6.1      Severance Payment

                  (a)      Each Participant entitled to benefits under this Plan
                           shall  receive  within  fifteen  (15) days  after the
                           Participant's   Qualifying  Termination  a  lump  sum
                           payment in cash equal to the amount as  determined in
                           accordance  with  Appendix A (the "Salary  Separation
                           Payment").

                           For  purposes of  calculating  the Salary  Separation
                           Payment,  (1) the  Participant's  "Base Pay" shall be
                           the  Participant's  base annual salary as of the date
                           of  his or  her  termination  of  employment  or,  if
                           greater,  as of the  date  on  which  the  Change  in
                           Control  occurs  and (2) the  Participant's  "Average
                           Bonus"  shall be the average of the  aggregate  bonus
                           and/or  incentive  award,  if any, paid or payable to
                           the  Participant for each of the two (2) fiscal years
                           preceding the fiscal year in which the  Participant's
                           termination  of  employment  occurs  (or  such  fewer
                           number of fiscal years for which the  Participant was
                           eligible to receive a bonus and/or incentive award).

     (b) Except as required by Section 7, the Salary Separation Payment provided
for in Section  6.1(a)  shall be payable in addition to, and not in lieu of, all
other accrued,  vested,  earned, or deferred  compensation  rights,  options, or
other  benefits  (other than  severance  pay or similar  benefits)  which may be
payable or owing to a Participant following termination of his or her employment
under any  plan,  including  but not  limited  to  retirement  and  supplemental
retirement  benefits,  accrued vacation or sick pay,  compensation,  or benefits
payable  under  any  of the  Company's  employee  benefit  plans,  practices  or
policies.

                  (c)      The Salary Separation  Payment shall not be offset or
                           reduced  by any  unemployment  insurance  benefit  or
                           income   from   subsequent    employment   that   the
                           Participant may receive.

         6.2      The period used in  computing  the Salary  Separation  Payment
                  pursuant  to  Section  6.1(a)  (the  "Salary   Separation  Pay
                  Period")  shall be  included  as  accredited  service  for the
                  purpose of receiving or accruing  benefits  under all employee
                  benefit plans of the Company,  including,  but not limited to,
                  group health and life  insurance,  long-term  disability,  the
                  Countrywide  Credit  Industries,  Inc. Defined Benefit Pension
                  Plan, the  Countrywide  Credit  Industries,  Inc. Tax Deferred
                  Savings  and   Investment   Plan,   the   Countrywide   Credit
                  Industries,  Inc.  Supplemental  Executive Retirement Plan and
                  the Countrywide Credit Industries,  Inc. Deferred Compensation
                  Plan.

         6.3      For the period equal to the Salary  Separation  Pay Period and
                  commencing  on  the  date  of  Participant's   termination  of
                  employment (the "Continuation  Period"),  the Company shall at
                  its expense  (and  without  contribution  by the  Participant)
                  continue  on  behalf  of  the   Participant  and  his  or  her
                  dependents and beneficiaries (a) medical,  health,  dental and
                  prescription drug benefits,  (b) long-term disability coverage
                  and (c) life insurance and other death benefits coverage.  The
                  coverages  and  benefits  (including   deductibles,   if  any)
                  provided under this Section 6.3 during the Continuation Period
                  shall be no less favorable to the  Participant  and his or her
                  beneficiaries  than the most  favorable of such  coverages and
                  benefits  provided the  Participant  and his or her dependents
                  during the 90-day period  immediately  preceding the Change in
                  Control or as of any date  following the Change in Control but
                  preceding   the  date  of   Participant's   termination.   The
                  obligation   under  this  Section  6.3  with  respect  to  the
                  foregoing benefits shall be limited if the Participant obtains
                  any such benefits pursuant to a subsequent  employer's benefit
                  plans,  in which case the Company may reduce or eliminate  the
                  coverage   and   benefits   it  is  required  to  provide  the
                  Participant  hereunder as long as the aggregate  coverages and
                  benefits of the combined  benefit plans are no less  favorable
                  to the Participant than the coverages and benefits required to
                  be provided  hereunder.  Any period during which  benefits are
                  continued  pursuant to this Section 6.3 shall be considered to
                  be in  satisfaction  of the  Company's  obligation  to provide
                  "continuation  coverage"  pursuant  to  Section  4980B  of the
                  Internal  Revenue Code of 1986, as amended,  and the period of
                  coverage required under said Section 4980B shall be reduced by
                  the period during which  benefits  were  provided  pursuant to
                  this Section 6.3.

         6.4      Any termination of employment following a Change in Control by
                  the Company or by the  Participant  shall be communicated by a
                  Notice of  Termination to the other party herein in accordance
                  with  Section  11. For  purposes  of this  Plan,  a "Notice of
                  Termination"  shall mean a written notice which shall indicate
                  the specific Qualifying Termination provision in this Plan, if
                  any, relied upon and shall set forth in reasonable  detail the
                  facts  and  circumstances  claimed  to  provide  a  basis  for
                  termination  of  the   Participant's   employment   under  the
                  provision so indicated and shall specify the effective date of
                  the Qualifying Termination which shall not be less than thirty
                  (30)  days nor more  than  sixty  (60) days from the date such
                  Notice  of  Termination  is given or such  shorter  or  longer
                  period as may be mutually  agreed  between the Company and the
                  Participant.  For  purposes  of this Plan,  no such  purported
                  Qualifying  Termination shall be effective without such Notice
                  of Termination.

         6.5      If a Participant  who is entitled to Severance  Benefits under
                  this Plan dies before receiving the Salary Separation Payment,
                  such  Payment  shall  be made to the  Participant's  surviving
                  spouse,   or,  if  there  is  no  surviving   spouse,  to  the
                  Participant's  estate.  If a  Participant  who is  entitled to
                  Severance  Benefits under this Plan dies before the end of the
                  Continuation  Period, then for the balance of the Continuation
                  Period, the Company shall be required to continue the benefits
                  provided for under Section 6.3 to the Participant's spouse and
                  dependents.

         6.6      A  Participant  who is entitled  to  benefits  under this Plan
                  shall not be required to accept or to seek other employment as
                  a condition of receiving  such benefits,  and a  Participant's
                  benefits  provided  under this Plan shall not be offset by any
                  future compensation received by the Participant.


7.       Excise Tax Limitation
     (a) Notwithstanding anything contained in this Plan to the contrary, to the
extent that the  payments  and  benefits  provided  under this Plan and benefits
provided to, or for the benefit of, the Participant under any other Company plan
or  agreement  (such  payments or benefits are  collectively  referred to as the
"Payments")  would be subject to the excise tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),  the
Severance Benefits shall be reduced (but not below zero) to the extent necessary
so that no Payment to be made or benefit to be provided to the Participant shall
be subject to the Excise Tax (such reduced amount is hereinafter  referred to as
the "Limited  Payment  Amount").  Unless the Participant  shall have given prior
written  notice  specifying a different  order to the Company to effectuate  the
Limited Payment Amount,  the Company shall reduce or eliminate the Payments,  by
first reducing or  eliminating  those payments or benefits which are not payable
in cash and then by  reducing  or  eliminating  cash  payments,  in each case in
reverse  order  beginning  with  payments or  benefits  which are to be paid the
farthest in time from the  Determination  (as hereinafter  defined).  Any notice
given  by  the  Participant  pursuant  to  the  preceding  sentence  shall  take
precedence  over the  provisions  of any other plan,  arrangement  or  agreement
governing  the  Participant's   rights  and  entitlements  to  any  benefits  or
compensation.

     (b) The  determination  as to whether the Payments  shall be reduced to the
Limited  Payment  Amount  pursuant  to this Plan and the amount of such  Limited
Payment  Amount shall be made by an  accounting  firm at the  Company's  expense
selected by the Company which is one of the six largest  accounting firms in the
United States (the "Accounting Firm"). The Accounting Firm may, at the Company's
option,  be the  accounting  firm which audits the  financial  statements of the
Company.   The   Accounting   Firm  shall   provide   its   determination   (the
"Determination"),   together   with   detailed   supporting   calculations   and
documentation  to the  Company and the  Participant  within five (5) days of the
date of Participant's termination if applicable, or such other time as requested
by the Company.  The  Determination,  absent manifest  error,  shall be binding,
final and conclusive upon the Company and the Participant.

8.       Successor to Company
         This Plan shall bind any  successor  (whether  direct or  indirect,  by
         purchase,  merger,  consolidation or otherwise) to all or substantially
         all of the business  and/or  assets of the Company,  in the same manner
         and to the same extent that the Company  would be obligated  under this
         Plan if no succession had taken place.  In the case of any  transaction
         in  which  a  successor  would  not by the  foregoing  provision  or by
         operation of law be bound by this Plan,  the Company shall require such
         successor  expressly and unconditionally to assume and agree to perform
         the  Company's  obligations  under this Plan, in the same manner and to
         the same  extent  that the  Company  would be required to perform if no
         such succession had taken place.


9.       Amendment and Plan Termination
         9.1      Amendment and Termination.  Prior to a Change in Control,  the
                  Plan may be amended or  modified  in any  respect,  and may be
                  terminated,  by resolution adopted by two-thirds of the Board;
                  provided,  however,  that no such  amendment,  modification or
                  termination,  which  would  adversely  affect the  benefits or
                  protections  hereunder of any  individual who is a Participant
                  as of the date such amendment,  modification or termination is
                  adopted  shall be effective  as it relates to such  individual
                  unless no Change in Control occurs within six (6) months after
                  such adoption,  any such attempted amendment,  modification or
                  termination adopted within six (6) months prior to a Change in
                  Control  being  null and void ab initio as it  relates  to all
                  individuals  who  were  Participants  as of the  date  of such
                  adoption; provided, further, however, that the Plan may not be
                  amended, modified or terminated, (a) at the request of a third
                  party who has  indicated an intention or taken steps to effect
                  a Change in Control and who effectuates a Change in Control or
                  (b) otherwise in connection  with,  or in  anticipation  of, a
                  Change in Control which  actually  occurs,  if the  amendment,
                  modification  or termination  adversely  affects the rights of
                  any Participant under the Plan, any such attempted  amendment,
                  modification  or  termination  being  null and void ab initio.
                  From and after the occurrence of a Change in Control, the Plan
                  (x) may not be amended or modified in any manner that would in
                  any way adversely affect the benefits or protections  provided
                  to any  individual  hereunder  and (y)  may not be  terminated
                  until the later of (i) eighteen  (18) months after the date of
                  the Change in  Control or (ii) the date that all  Participants
                  who have  become  entitled to a  Severance  Benefit  hereunder
                  shall have received such payments in full.

         9.2      Form of Amendment.  Any amendment or  termination  of the Plan
                  shall be  effected  by a written  instrument  signed by a duly
                  authorized officer or officers of the Company, certifying that
                  the amendment or termination has been approved by the Board.


10.      Employment Status
         This Plan does not constitute a contract of employment or impose on the
         Company any  obligation to retain the  Participant  as an employee,  to
         change the  status of the  Participant's  employment,  or to change the
         Company's policies regarding termination of employment.


11.      Notices
         Any notice  provided  for in this Plan shall be sent to the  Company at
         155 North Lake  Avenue,  Pasadena,  California  91109-7137,  Attention:
         Corporate  Counsel/Secretary,  with  a  copy  to  the  Chairman  of the
         Compensation  Committee  of the Board at the same  address,  or to such
         other  address  as the  Company  may  from  time  to  time  in  writing
         designate,  and to a Participant  at such address as he or she may from
         time to time in writing  designate  (or his or her business  address of
         record in the absence of such designation). Such notice shall be deemed
         to have been given two (2) business days after it has been deposited as
         certified  mail,  return receipt  requested,  postage paid and properly
         addressed to the designated address of the party to receive the notice.


12.      Severability
         If any  provision  of this Plan is held invalid or  unenforceable,  the
         remainder  of this Plan  shall  nevertheless  remain in full  force and
         effect,  and if any  provision  is held invalid or  unenforceable  with
         respect to particular  circumstances,  it shall nevertheless  remain in
         full force and effect in all other circumstances.


13.      Governing Law
         The interpretation,  construction and performance of this Plan shall in
         all respects be governed by the laws of the State of California.



<PAGE>


                                   APPENDIX A

Eligible Employee
   Classifications                  Members

         A                          Managing Directors
         B                          Executive Vice Presidents
         C                          Senior Vice Presidents
         D                          First Vice Presidents, Vice Presidents 
                                    and Regional Vice Presidents
         E                          Branch Managers and all other Exempt 
                                    Employees
         F                          All Non-Exempt Employees

Salary Separation Payment

The Salary Separation  Payment to which a Participant is entitled shall be based
on  the  Participant's  employee  classification  as  of  the  date  immediately
preceding the date of the Participant's  Qualifying  Termination or, if greater,
as of the date on which the Change in Control occurs, and shall equal the amount
described  in the table below;  provided,  however,  that the Salary  Separation
Payment for each Participant who is a member of Employee  Classification C, D, E
or F shall also include an additional  amount equal to one-quarter  (1/4) of one
month of Base Pay for each full year of service  with the  Company or  Operating
Unit in  excess  of five  (5)  years;  provided,  further,  however,  that  such
additional  amount, if any, when added to the amount of Base Pay provided in the
table below, shall not exceed twelve (12) months Base Pay.

            Employee
                    Classification Salary Separation Payment

     A Two (2) years Base Pay (as  defined in Section  6.1(a))  plus 200% of the
Average Bonus (as defined in Section 6.1(a)).

     B One (1) year Base Pay plus 100% of the Average Bonus.

     C Six (6) months Base Pay plus 50% of the Average Bonus.

     D Four (4) months Base Pay plus 33% of the Average Bonus.

     E Three (3) months Base Pay plus 25% of the Average Bonus.

     F Two (2) months Base Pay plus 15% of the Average Bonus.