BE ENTITLED TO RECEIVE THE SEVERANCE PAYMENTS AND BENEFITS SET
FORTH IN ARTICLE IV BELOW; PROVIDED, HOWEVER, THAT NO SEVERANCE PAYMENTS SHALL
BE MADE, OR CONTINUING BENEFITS PROVIDED, UNDER THIS AGREEMENT, IF ANY OF THE
FOLLOWING APPLY:
(A)
THE EXECUTIVE VOLUNTARILY RESIGNS OR RETIRES FROM EMPLOYMENT OTHER
THAN TIMELY RESIGNATION FOR GOOD REASON;
(B)
THE EXECUTIVE IS TERMINATED FOR CAUSE;
(C)
THE EXECUTIVE'S EMPLOYMENT TERMINATES AS A RESULT OF DEATH OR
DISABILITY; OR
(D)
THE EXECUTIVE DECLINES TO SIGN AND RETURN THE RELEASE AGREEMENT
SET FORTH IN EXHIBIT A HERETO, OR REVOKES SUCH RELEASE AGREEMENT WITHIN THE TIME
PROVIDED THEREIN.
3.2.
NOTICE OF TERMINATION.
AFTER A CHANGE IN CONTROL OR POTENTIAL
CHANGE IN CONTROL, ANY PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
(OTHER THAN BY REASON OF DEATH) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF
TERMINATION FROM ONE PARTY HERETO TO THE OTHER PARTY IN ACCORDANCE WITH
SECTION 7.4.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL
MEAN A WRITTEN NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN
THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL ANY FACTS
AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT UNDER THE PROVISION SO INDICATED.
THE "DATE OF TERMINATION," WITH
RESPECT TO ANY PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT SHALL MEAN THE DATE SPECIFIED IN THE NOTICE OF
Termination for termination (which, in the case of a termination by the Company
other than for Cause, shall not be less than 30 days and, in the case of a
termination by the Executive, shall not be less than 30 days nor more than 60
days, respectively, from the date such Notice of Termination is given).
3.3.
EXCLUSIVE SOURCE OF SEVERANCE COMPENSATION AND BENEFITS.
IF THE
EXECUTIVE BECOMES ENTITLED TO SEVERANCE COMPENSATION AND BENEFITS UNDER THIS
AGREEMENT, HE OR SHE SHALL NOT BE ENTITLED TO RECEIVE ANY SEVERANCE COMPENSATION
OR BENEFITS UNDER ANY OTHER EMPLOYMENT AGREEMENT TO WHICH THE COMPANY IS A
PARTY, OR UNDER ANY SEVERANCE PROGRAM OR POLICY OF THE COMPANY.
3.4.
OTHER TERMINATIONS.
THIS AGREEMENT DOES NOT APPLY TO TERMINATIONS
OF EMPLOYMENT THAT OCCUR PRIOR TO A CHANGE IN CONTROL OR AFTER THE EXPIRATION OF
24 MONTHS AFTER A CHANGE IN CONTROL AND ALSO OUTSIDE OF A POTENTIAL CHANGE IN
CONTROL PERIOD.
ARTICLE IV
SEVERANCE BENEFITS
4.1.
SEVERANCE BENEFITS.
IF, DURING THE TERM OF THIS AGREEMENT, THE
EXECUTIVE INCURS A QUALIFYING TERMINATION AS DESCRIBED IN SECTION 3.1 ABOVE,
THEN, SUBJECT TO THE EXECUTIVE TIMELY EXECUTING AND DELIVERING THE RELEASE
AGREEMENT TO THE COMPANY (EXCEPT IN THE CASE OF PAYMENTS UNDER (A) BELOW), WHICH
RELEASE AGREEMENT HAS NOT BEEN REVOKED IN ACCORDANCE WITH THE TERMS THEREOF, THE
EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING COMPENSATION AND BENEFITS, SUBJECT
TO APPLICABLE INCOME AND EMPLOYMENT TAX WITHHOLDING:
(A)
ACCRUED COMPENSATION.
AN AMOUNT EQUAL TO THE FOLLOWING AMOUNTS
EARNED OR ACCRUED THROUGH THE TERMINATION DATE, BUT NOT PAID AS OF THE
TERMINATION DATE:
(I) BASE SALARY, (II) REIMBURSEMENT FOR REASONABLE AND
NECESSARY, PROPERLY-RECEIPTED