UNDER THIS AGREEMENT
AND SUCH DISABILITY HAS DISABLED EXECUTIVE FOR A CUMULATIVE PERIOD OF ONE
HUNDRED EIGHTY (180) DAYS WITHIN A TWELVE (12) MONTH PERIOD.
(IV)
GOOD REASON. EXECUTIVE SHALL HAVE THE RIGHT TO
TERMINATE HIS EMPLOYMENT FOR "GOOD REASON": (A) UPON THE OCCURRENCE OF ANY
MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY WHICH SHALL INCLUDE BUT NOT BE
LIMITED TO AN ASSIGNMENT TO EXECUTIVE OF DUTIES MATERIALLY AND ADVERSELY
INCONSISTENT WITH EXECUTIVE'S STATUS AS EXECUTIVE VICE PRESIDENT OF THE COMPANY,
OR A MATERIAL ADVERSE ALTERATION IN THE NATURE OF A DIMINUTION IN EXECUTIVE'S
DUTIES AND/OR RESPONSIBILITIES, REPORTING OBLIGATIONS, TITLES OR AUTHORITY;
(B) UPON A REDUCTION IN EXECUTIVE'S ANNUAL BASE SALARY OR A MATERIAL REDUCTION
IN OTHER BENEFITS (EXCEPT FOR BONUSES OR SIMILAR DISCRETIONARY PAYMENTS) AS IN
EFFECT AT THE TIME IN QUESTION, A FAILURE TO PAY SUCH AMOUNTS WHEN DUE OR ANY
OTHER FAILURE BY THE COMPANY TO COMPLY WITH PARAGRAPH 4 HEREOF; OR (C) UPON ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR CAUSE WHICH IS NOT EFFECTED
PURSUANT TO THE PROCEDURES OF SUB-PARAGRAPH 5(A)(I) (AND FOR PURPOSES OF THIS
AGREEMENT, IN THE EVENT OF SUCH FAILURE TO COMPLY, NO SUCH PURPORTED TERMINATION
SHALL BE EFFECTIVE).
(V)
WITHOUT CAUSE. THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT HEREUNDER WITHOUT CAUSE SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(VI)
WITHOUT GOOD REASON. THE EXECUTIVE SHALL HAVE
THE RIGHT TO TERMINATE HIS EMPLOYMENT HEREUNDER WITHOUT GOOD REASON SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(VII)
CHANGE IN CONTROL. FOR PURPOSES OF THIS
AGREEMENT "CHANGE IN CONTROL" SHALL MEAN THAT ANY OF THE FOLLOWING EVENTS HAS
OCCURRED:
(A) ANY "PERSON" OR "GROUP" OF PERSONS, AS SUCH TERMS ARE USED IN
SECTIONS 13 AND 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), OTHER THAN ANY EMPLOYEE BENEFIT PLAN SPONSORED BY THE COMPANY,
BECOMES THE "BENEFICIAL OWNER", AS SUCH TERM IS USED IN SECTION 13 OF THE
EXCHANGE ACT, (IRRESPECTIVE OF ANY VESTING OR WAITING PERIODS) OF (I) COMMON
STOCK OR ANY CLASS OF STOCK CONVERTIBLE INTO COMMON STOCK AND/OR (II) COMMON OP
UNITS OR PREFERRED UNITS OR ANY OTHER CLASS OF UNITS CONVERTIBLE INTO COMMON OP
UNITS, IN AN AMOUNT EQUAL TO TWENTY (20%) PERCENT OR MORE OF THE SUM TOTAL OF
THE COMMON STOCK AND
7
THE COMMON OP UNITS (TREATING ALL CLASSES OF OUTSTANDING STOCK, UNITS OR OTHER
SECURITIES CONVERTIBLE INTO STOCK UNITS AS IF THEY WERE CONVERTED INTO COMMON
STOCK OR COMMON OP UNITS AS THE CASE MAY BE AND THEN TREATING COMMON STOCK AND
COMMON OP UNITS AS IF THEY WERE A SINGLE CLASS) ISSUED AND OUTSTANDING
IMMEDIATELY PRIOR TO SUCH ACQUISITION AS IF THEY WERE A SINGLE CLASS AND
DISREGARDING ANY EQUITY RAISE IN CONNECTION WITH THE FINANCING OF SUCH
TRANSACTION; (B) ANY COMMON STOCK IS PURCHASED PURSUANT TO A TENDER OR EXCHANGE
OFFER OTHER THAN AN OFFER BY THE COMPANY; (C) THE DISSOLUTION OR LIQUIDATION OF
THE COMPANY OR THE CONSUMMATION OF ANY