OR LINES OF REPORTING INCONSISTENT WITH THE TERMS HEREOF, OR
(C) A RELOCATION OF THE PRINCIPAL OFFICES OF
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THE COMPANY TO AN AREA MORE THAN FORTY (40) MILES FROM THE LOCATION OF SUCH
OFFICES AS OF THE DATE HEREOF.
4.6
AT THE ELECTION OF THE EXECUTIVE WITHOUT
GOOD REASON, UPON NOT LESS THAN SIXTY (60) CALENDAR DAYS PRIOR WRITTEN NOTICE OF
TERMINATION BY THE EXECUTIVE TO THE COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY
MAY, IN ITS SOLE DISCRETION, DETERMINE THAT THE TERMINATION OF THE EXECUTIVE
SHALL BECOME EFFECTIVE IMMEDIATELY AND IN WHICH CASE THE TERMINATION SHALL STILL
BE CONSIDERED AT THE ELECTION OF THE EXECUTIVE WITHOUT GOOD REASON.
4.7
AT THE ELECTION OF THE COMPANY, WITHOUT
CAUSE, UPON NOT LESS THAN SIXTY (60) DAYS WRITTEN NOTICE TO EXECUTIVE.
4.8
AT THE ELECTION OF THE COMPANY OR THE
EXECUTIVE IN CONNECTION WITH A CHANGE IN CONTROL OF THE COMPANY AS SET FORTH IN
THE EXECUTIVE RETENTION AGREEMENT BETWEEN THE COMPANY AND THE EXECUTIVE (THE
"ERA"), DATED AS OF THE DATE HEREOF.
FOR PURPOSES OF THIS AGREEMENT, "CHANGE IN
CONTROL" SHALL HAVE THE MEANING SET FORTH IN THE ERA.
5.
EFFECT OF TERMINATION.
5.1
TERMINATION FOR FAILING TO NAME EXECUTIVE
CEO.
IN THE EVENT THE COMPANY FAILS TO NAME EXECUTIVE TO THE POSITION OF CHIEF
EXECUTIVE OFFICER OF THE COMPANY WITHIN SIX (6) MONTHS FROM THE COMMENCEMENT
DATE, AND HE ELECTS TO TERMINATE HIS EMPLOYMENT, PROVIDED THE EXECUTIVE EXECUTES
AND DOES NOT REVOKE A SEPARATION AGREEMENT AND RELEASE OF CLAIMS FOR THE BENEFIT
OF THE COMPANY SUBSTANTIALLY IN THE FORM SET FORTH ON SCHEDULE C HERETO (THE
"SEPARATION AGREEMENT"), THE COMPANY SHALL PAY OR CAUSE TO BE PAID TO EXECUTIVE,
WITHIN THIRTY (30) DAYS OF THE
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DATE OF HIS TERMINATION: (1) A LUMP-SUM PAYMENT OF TWO MILLION DOLLARS
($2,000,000); AND (2) THE AMOUNT OF ANY ACCRUED BUT UNPAID BASE SALARY, UNUSED
VACATION AND UNREIMBURSED BUSINESS, HOUSING AND AUTOMOBILE EXPENSES AND THE
COMPANY THEREAFTER SHALL HAVE NO FURTHER OBLIGATION TO EXECUTIVE UNDER THIS
AGREEMENT, OTHER THAN FOR PAYMENT OF ANY OTHER AMOUNTS OR BENEFITS ACCRUED AND
VESTED UNDER ANY APPLICABLE BENEFIT PLAN OR OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAW.
5.2
NON-RENEWAL, TERMINATION WITHOUT GOOD REASON
BY THE EXECUTIVE OR TERMINATION FOR CAUSE BY THE COMPANY.
IN THE EVENT THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY NON-RENEWAL PURSUANT TO SECTION 4.2, FOR
CAUSE BY THE COMPANY PURSUANT TO SECTION 4.3, OR AT THE ELECTION OF THE
EXECUTIVE PURSUANT TO SECTION 4.6, THE COMPANY SHALL PAY TO THE EXECUTIVE THE
COMPENSATION AND BENEFITS OTHERWISE PAYABLE TO HIM UNDER SECTION 3 THROUGH THE
LAST CALENDAR DAY OF HIS ACTUAL EMPLOYMENT BY THE COMPANY.
5.3
TERMINATION FOR DEATH OR DISABILITY.
IN THE
EVENT THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY DEATH OR BECAUSE OF DISABILITY
PURSUANT TO SECTION 4.4, THE COMPANY SHALL PAY TO THE ESTATE OF THE EXECUTIVE OR
TO THE EXECUTIVE, AS THE CASE MAY BE, (A) WITHIN THIRTY (30) DAYS OF THE DATE OF
THE EXECUTIVE'S DEATH OR DETERMINATION OF DISABILITY, THE