A PERIOD THAT IS THE GREATER OF (I) THE PERIOD
DETERMINED UNDER THE COMPANY'S PAID TIME OFF PROGRAM APPLICABLE TO SENIOR
OFFICERS OF THE COMPANY GENERALLY AS IS IN EFFECT FROM TIME TO TIME AND TAKING
INTO EFFECT THE PERIOD OF SERVICE WITH ACC COMPLETED BY THE EXECUTIVE AS OF THE
EFFECTIVE DATE AND (II) TWENTY BUSINESS DAYS.
(H)
INDEMNIFICATION.
TO THE FULLEST EXTENT PERMITTED BY LAW, BUT
SUBJECT TO THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY,
THE BY-LAWS OF THE COMPANY AND ANY INDEMNIFICATION AGREEMENT ENTERED INTO BY THE
COMPANY AND THE EXECUTIVE, THE COMPANY SHALL INDEMNIFY THE EXECUTIVE WITH
RESPECT TO ANY ACTIONS COMMENCED AGAINST THE EXECUTIVE IN HIS CAPACITY AS AN
OFFICER OR DIRECTOR OF THE COMPANY, WHETHER BY OR ON BEHALF OF THE COMPANY, ITS
SHAREHOLDERS OR THIRD PARTIES, AND THE COMPANY SHALL ADVANCE TO THE EXECUTIVE AN
AMOUNT EQUAL TO THE REASONABLE FEES AND EXPENSES INCURRED IN DEFENDING SUCH
ACTIONS, AFTER RECEIPT OF (I) AN ITEMIZED REQUEST FOR SUCH ADVANCE, AND (II) AN
UNDERTAKING FROM THE EXECUTIVE TO REPAY THE AMOUNT OF SUCH ADVANCE, WITH
INTEREST AT A REASONABLE RATE FROM THE DATE OF THE REQUEST AS DETERMINED BY THE
COMPANY, IF IT SHALL ULTIMATELY BE DETERMINED THAT HE IS NOT ENTITLED TO BE
INDEMNIFIED AGAINST SUCH EXPENSES, AND SUBJECT TO SUCH OTHER TERMS AND
CONDITIONS OF THE
INDEMNIFICATION POLICIES OF THE COMPANY AS ARE IN EFFECT FROM
TIME.
5.
TERMINATION OF EMPLOYMENT
Subject to the notice and other provisions of this Section 5, the Company shall
have the right to terminate the Executive's employment hereunder, and the
Executive shall have the right to resign, at any time for any reason or for no
stated reason.
(A)
TERMINATION FOR CAUSE OR RESIGNATION WITHOUT GOOD REASON.
(I) IF,
PRIOR TO THE EXPIRATION OF THE TERM, THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
THE COMPANY FOR "CAUSE" (AS HEREINAFTER DEFINED) OR THE EXECUTIVE RESIGNS FROM
HIS EMPLOYMENT HEREUNDER FOR ANY REASON OTHER THAN FOR "GOOD REASON" (AS
HEREINAFTER DEFINED), THE EXECUTIVE SHALL BE ENTITLED TO PAYMENT OF (A) HIS
SALARY ACCRUED UP TO AND INCLUDING THE DATE OF TERMINATION OR RESIGNATION, AND
(B) ANY UNREIMBURSED EXPENSES.
EXCEPT TO THE EXTENT REQUIRED BY THE TERMS OF
THE BENEFITS PROVIDED UNDER SECTION 4(E) OR APPLICABLE LAW, THE EXECUTIVE SHALL
HAVE NO RIGHT UNDER THIS AGREEMENT OR OTHERWISE TO RECEIVE ANY OTHER
COMPENSATION OR TO PARTICIPATE IN ANY OTHER PLAN, PROGRAM OR ARRANGEMENT AFTER
SUCH TERMINATION OR RESIGNATION OF EMPLOYMENT WITH RESPECT TO THE YEAR OF SUCH
TERMINATION OR RESIGNATION AND LATER YEARS.
(ii)
Termination for "Cause" shall mean a termination of the
Executive's employment with the Company because of the Executive's (A) willful
and continued failure to substantially perform his duties with the Company
(other than failure resulting from the Executive's incapacity due to a
Disability (as hereinafter defined)), (B) engagement in illegal, dishonest or
fraudulent conduct or gross misconduct against the Company or its affiliates, or
breach of fiduciary obligations thereto, (C) the commission of an