CONTINUE TO ALLOW YOU TO ATTEND TO
MATTERS OR ENGAGE IN ACTIVITIES NOT DIRECTLY RELATED TO THE BUSINESS OF THE
COMPANY WHICH, PRIOR TO THE CHANGE IN CONTROL, YOU WERE PERMITTED BY THE BOARD
TO ATTEND TO OR ENGAGE IN.
For purposes of this Agreement, "Plan" shall mean any compensation plan such as
an incentive or stock option plan or any employee benefit plan such as a thrift,
pension, profit sharing, medical, disability, accident, life insurance plan, or
a relocation plan or policy or any other plan, program, or policy of the Company
intended to benefit employees.
D.
NOTICE OF TERMINATION.
ANY NOTICE OF ANY TERMINATION OF YOUR
EMPLOYMENT SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER
PARTY HERETO.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" OF YOUR
EMPLOYMENT BY COMPANY SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION
5
IN THIS AGREEMENT RELIED UPON, AND SHALL SET FORTH IN REASONABLE DETAIL THE
FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF YOUR
EMPLOYMENT UNDER THE PROVISION SO INDICATED.
E.
DATE OF TERMINATION.
"DATE OF TERMINATION" SHALL MEAN THE DATE
ON WHICH A NOTICE OF TERMINATION IS GIVEN; PROVIDED THAT IF THE COMPANY GIVES
YOU A NOTICE OF TERMINATION AND YOU NOTIFY THE COMPANY, IN WRITING, WITHIN 30
DAYS THAT A BONA FIDE DISPUTE EXISTS CONCERNING THE TERMINATION, AND THAT YOU
WISH TO CONTINUE IN THE FULL-TIME EMPLOYMENT OF THE COMPANY WHILE SUCH DISPUTE
IS RESOLVED, THEN THE DATE OF TERMINATION SHALL BE THE DATE ON WHICH THE DISPUTE
IS FINALLY DETERMINED, EITHER BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES OR BY A
FINAL JUDGMENT, ORDER, OR DECREE OF A COURT OF COMPETENT JURISDICTION (THE TIME
FOR APPEAL THEREFROM HAVING EXPIRED AND NO APPEAL HAVING BEEN PERFECTED).
THE
TERM OF THIS AGREEMENT SHALL BE EXTENDED UNTIL THE DATE OF TERMINATION.
5.
COMPENSATION FOLLOWING CHANGE IN CONTROL.
FOLLOWING THE DATE OF
OCCURRENCE OF ANY EVENT CONSTITUTING A CHANGE OF CONTROL, YOU SHALL BE ENTITLED
TO COMPENSATION FROM THE COMPANY AS SET FORTH BELOW, SUBJECT TO THE TERMS AND
CONDITIONS OF SECTION 4.
A.
DISABILITY.
DURING ANY PERIOD THAT YOU FAIL TO PERFORM YOUR
DUTIES HEREUNDER AS A RESULT OF INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS,
YOU SHALL CONTINUE TO RECEIVE YOUR FULL BASE SALARY AT THE RATE THEN IN EFFECT
FOR THE TERM OF THIS AGREEMENT.
THEREAFTER, YOUR BENEFITS SHALL BE DETERMINED
IN ACCORDANCE WITH THE COMPANY'S LONG-TERM DISABILITY INCOME INSURANCE PLAN.
IF
COMPANY'S LONG-TERM DISABILITY INCOME INSURANCE PLAN IS TERMINATED FOLLOWING A
CHANGE IN CONTROL.
THE COMPANY SHALL SUBSTITUTE SUCH A PLAN WITH SUBSTANTIALLY
SIMILAR BENEFITS APPLICABLE TO YOU.
B.
TERMINATION FOR CAUSE OR WITHOUT GOOD REASON.
IF YOUR EMPLOYMENT
SHALL BE TERMINATED BY THE COMPANY FOR CAUSE, OR BY YOU OTHER THAN FOR GOOD
REASON, THE COMPANY SHALL PAY YOU YOUR FULL BASE SALARY THROUGH THE DATE OF
TERMINATION AT THE RATE IN EFFECT AS OF THE TIME OF SUCH TERMINATION AND THE
COMPANY SHALL HAVE NO