lump sum payment of any amounts
which may become due under this paragraph (b), no further amounts shall be owed
to the Executive and the Employer shall have no further obligation to provide
any further benefits to the Executive. It is also understood and agreed that,
notwithstanding any provisions of this paragraph (b) and in the event the
Executive
2
obtains new employment during any period that the Employer is obligated to
provide hospital, health, medical and life insurance benefits hereunder and such
new employment provides for hospital, health, medical and life insurance
benefits in a manner substantially similar to the benefits to be provided by
Employer hereunder, Employer may permanently terminate the duplicative benefits
it is obligated to provide hereunder.
(C)
RESIGNATION WITH CAUSE. EXECUTIVE SHALL HAVE THE RIGHT TO RESIGN
HIS EMPLOYMENT WITH EMPLOYER AT ANY TIME HEREUNDER, PROVIDING NOTICE AS REQUIRED
BY THE EMPLOYER'S EMPLOYMENT RELATED POLICIES THEN IN EFFECT. IN THE EVENT SUCH
A RESIGNATION IS FOR "GOOD CAUSE" (AS DEFINED BELOW), SUCH RESIGNATION SHALL BE
DEEMED A TERMINATION WITHOUT "CAUSE" UNDER PARAGRAPH (B) HEREOF, AND EXECUTIVE
SHALL, SOLELY IN THE EVENT THE EXECUTIVE DELIVERS A WRITTEN RESIGNATION FOR
"GOOD CAUSE" TO THE EMPLOYER WITHIN 15 DAYS OF THE OCCURRENCE OF EITHER OF THE
EVENTS DESCRIBED IN SUB-PARAGRAPHS (I) AND (II) OF THIS PARAGRAPH (C), BE
ENTITLED TO RECEIVE ALL SUCH AMOUNTS AND BENEFITS AS ARE PROVIDED FOR UNDER SUCH
PARAGRAPH (B) ABOVE.
For purposes of this provision, the term "good cause" shall mean any of the
following:
(I)
A MATERIAL REDUCTION IN EXECUTIVE'S DUTIES, RESPONSIBILITIES,
TITLE OR EMPLOYMENT STATUS FROM ITS LEVEL AS OF THE DATE HEREOF; OR
(II)
ANY REDUCTION IN EXECUTIVE'S BASE SALARY.
(D)
DEATH OR DISABILITY. THIS AGREEMENT SHALL TERMINATE UPON
EXECUTIVE'S DEATH OR HIS DISABILITY, AS DEFINED HEREIN. UPON EXECUTIVE'S DEATH
OR HIS DISABILITY, THE OBLIGATION OF EMPLOYER HEREUNDER TO PAY EXECUTIVE THE
COMPENSATION CALLED FOR UNDER SECTION 3 HEREOF SHALL TERMINATE, AND EMPLOYER'S
ONLY OBLIGATION SHALL BE TO PAY EXECUTIVE ANY AND ALL BENEFITS TO WHICH
EXECUTIVE WAS ENTITLED AT THE TIME OF SUCH DEATH OR DISABILITY UNDER ANY BENEFIT
PLANS OF EMPLOYER THEN IN PLACE. FOR PURPOSES OF THIS AGREEMENT, THE TERM
"DISABILITY" SHALL MEAN A GOOD FAITH DETERMINATION BY THE BOARD OF DIRECTORS OF
UNITY THAT EXECUTIVE IS UNABLE TO SUBSTANTIALLY PERFORM HIS MATERIAL DUTIES AS
PRESCRIBED IN THIS AGREEMENT DUE TO HIS INCAPACITY OR DISABILITY, PHYSICAL OR
MENTAL, FOR A PERIOD OF SIX (6) CONSECUTIVE MONTHS.
6.
CHANGE IN CONTROL; SIGNIFICANT ACQUISITION.
(A)
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN CONTROL" SHALL MEAN:
(I)
A REORGANIZATION, MERGER, CONSOLIDATION OR SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF UNITY OR A SIMILAR TRANSACTION IN WHICH UNITY
IS NOT THE RESULTING ENTITY; OR
(II)
INDIVIDUALS WHO CONSTITUTE THE INCUMBENT BOARD (AS HEREIN
DEFINED) OF UNITY CEASE FOR ANY REASON TO CONSTITUTE A MAJORITY THEREOF; OR
(III)
THE OCCURRENCE OF AN EVENT OF A NATURE THAT WOULD BE REQUIRED TO
BE REPORTED IN RESPONSE TO ITEM