SHALL HAVE 10 DAYS AFTER RECEIPT OF SUCH NOTICE TO CURE SUCH
CIRCUMSTANCES:
(I)
A CHANGE IN THE LOCATION OF THE PRIMARY WORKSITE OF EMPLOYEE THAT
IS MORE THAN 25 MILES FROM ITS PRESENT LOCATION, UNLESS THE CHANGED LOCATION IS
WITHIN THE GREATER BOSTON, MASSACHUSETTS AREA;
(II)
THE ASSIGNMENT TO EMPLOYEE OF ANY DUTIES OR RESPONSIBILITIES
MATERIALLY INCONSISTENT WITH EMPLOYEE'S POSITION AS SET FORTH IN SECTION 3
HEREOF, EMPLOYEE'S REMOVAL FROM SUCH POSITION OR A SUBSTANTIAL DIMINUTION IN
SUCH POSITION, DUTIES OR RESPONSIBILITIES; PROVIDED, HOWEVER, THAT SO LONG AS
EMPLOYEE REMAINS THE PRESIDENT OF AAI OR OCCUPIES A POSITION WITH COMPARABLE OR
GREATER DUTIES AND RESPONSIBILITIES, ANY SUCH ASSIGNMENT, REMOVAL OR DIMINUTION
THAT OCCURS MERELY AS A RESULT OF THE EMPLOYER'S CEASING TO BE AN INDEPENDENT
PUBLICLY HELD COMPANY (SPECIFICALLY INCLUDING THE SIGNING OF THE MERGER
AGREEMENT BY EMPLOYER WITH TEXTRON INC. AND ACQUISITION SUBSIDIARY AND THE
COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY SUCH MERGER AGREEMENT) SHALL NOT
CONSTITUTE "GOOD REASON" UNDER THIS SECTION 5(B)(II); AND PROVIDED, FURTHER,
HOWEVER, THAT EMPLOYEE CEASING TO BE MEMBER OF EMPLOYER'S BOARD OF DIRECTORS FOR
ANY REASON SHALL NOT CONSTITUTE "GOOD REASON" UNDER THIS SECTION 5(B)(II);
(III)
A MATERIAL REDUCTION IN EMPLOYEE'S BASE COMPENSATION PURSUANT TO
SECTION 4(A) HEREOF OR IN EMPLOYEE'S TARGET PERCENTAGE FOR THE INCENTIVE
COMPENSATION UNDER SECTION 4(B) HEREOF AS IN EFFECT ON THE EFFECTIVE DATE OR AS
INCREASED FROM TIME TO TIME; OR
(IV)
A FAILURE OF EMPLOYER TO CONTINUE TO PROVIDE EMPLOYEE WITH
BENEFITS SUBSTANTIALLY AS CONTEMPLATED BY SECTION 4(C) HEREOF.
(C)
DISABILITY. IF EMPLOYEE SHALL BE INCAPACITATED BY REASON OF MENTAL
OR PHYSICAL DISABILITY OR OTHERWISE DURING THE TERM OF THIS AGREEMENT SO THAT HE
IS PREVENTED FROM PERFORMING HIS PRINCIPAL DUTIES AND SERVICES HEREUNDER FOR A
PERIOD OF THREE (3) CONSECUTIVE MONTHS OR ONE OR MORE PERIODS AGGREGATING THREE
(3) MONTHS DURING ANY TWELVE (12) MONTH PERIOD, EMPLOYER SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT BY SENDING WRITTEN NOTICE OF TERMINATION TO EMPLOYEE,
AND THEREUPON HIS EMPLOYMENT PURSUANT TO THIS AGREEMENT SHALL TERMINATE.
(D)
DEATH. IN THE EVENT OF THE DEATH OF EMPLOYEE DURING THE TERM
HEREOF, THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE.
6.
EFFECT OF TERMINATION. UPON THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT WITH EMPLOYER, PURSUANT TO SECTION 5 OR OTHERWISE (E.G., UPON THE
SCHEDULED TERMINATION DATE, BY EMPLOYER WITHOUT CAUSE, BY EMPLOYEE WITHOUT GOOD
REASON OR AT THE ELECTION OF EITHER EMPLOYER OR EMPLOYEE FOLLOWING THE TERM OF
THIS AGREEMENT), NO FURTHER PAYMENTS OR COMPENSATION OF ANY TYPE SHALL BE MADE
OR SHALL BE PAYABLE TO EMPLOYEE HEREUNDER
4
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS FOLLOWS,
SUBJECT TO THE PROVISIONS OF SECTION 6(1) HEREOF:
(A)
OUTSTANDING BASE COMPENSATION. IN THE CASE OF ANY TERMINATION,
EMPLOYEE SHALL BE ENTITLED TO ANY COMPENSATION DUE PURSUANT TO SECTION 4(A)
HEREOF THROUGH THE DATE OF TERMINATION.
(B)
OUTSTANDING EXPENSES. IN THE CASE OF ANY TERMINATION, EMPLOYEE
SHALL BE ENTITLED TO ANY REIMBURSEMENT, PURSUANT TO SECTION 12 HEREOF, OF
EXPENSES INCURRED BY EMPLOYEE THROUGH THE DATE OF