miles.
4.
Termination of Employment.
4.1
Upon Death.
Executive's employment
hereunder shall terminate upon his death.
4.2
By the Company.
The Company may terminate
Executive's employment hereunder at any time with or without Cause.
4.3
By the Executive.
Executive may terminate his employment
hereunder at any time for any reason.
4.4
Notice of Termination.
Any termination of
Executive's employment hereunder (other than by death) shall be communicated by
thirty (30) days' advance written Notice of Termination by the terminating party
to the other party to this Agreement; provided that no advance Notice of
Termination of Executive for Cause by the Company is required.
5.
PAYMENTS IN THE EVENT OF TERMINATION OF EMPLOYMENT.
5.1
Payments in the Event of Termination by the
Company for Cause or Voluntary Termination by Executive.
If Executive's
employment hereunder is terminated by the Company for Cause, as a result of
death or Disability or by Executive other than for Good Reason, the Company
shall pay Executive (a) his accrued and unpaid Base Salary through the Date of
Termination and (b) any vested or accrued and unpaid payments, rights or
benefits Executive may be otherwise entitled to receive pursuant to the terms of
any written retirement, pension or other employee benefit or compensation plan
maintained by the Company at the time or times provided therein.
5.2
Payments in the Event of Any Other
Termination of Employment.
If Executive's employment hereunder is terminated by
the Company other than for Cause, or by Executive for Good Reason:
(A)
SUBJECT TO SECTION 2.2(A) HEREOF, THE COMPANY SHALL PAY EXECUTIVE
(I) HIS ACCRUED AND UNPAID BASE SALARY THROUGH THE DATE OF TERMINATION, (II) ANY
BONUS UNDER THE KEY EMPLOYEE CASH INCENTIVE BONUS PROGRAM, OR ANY SUCCESSOR
ANNUAL BONUS PLAN, (THE "INCENTIVE BONUS") FOR ANY CALENDAR YEAR ENDED BEFORE
THE DATE OF TERMINATION, (III) A PRO RATA SHARE (BASED ON DAYS EMPLOYED DURING
THE APPLICABLE YEAR) OF THE INCENTIVE BONUS EXECUTIVE WOULD OTHERWISE HAVE
RECEIVED WITH RESPECT TO THE YEAR IN WHICH THE DATE OF TERMINATION OCCURS,
PAYABLE AT THE TIME THE INCENTIVE BONUS WOULD OTHERWISE BE
3
PAYABLE TO EXECUTIVE; PROVIDED, HOWEVER, THAT 100% OF THE INCENTIVE BONUS SHALL
BE DETERMINED SOLELY WITH REFERENCE TO THE FINANCIAL PERFORMANCE OF THE COMPANY
FOR THE YEAR (BASED ON THE GOALS PREVIOUSLY ESTABLISHED WITH RESPECT THERETO)
(RATHER THAN A PORTION OF THE INCENTIVE BONUS DETERMINED ON THE BASIS OF
INDIVIDUAL PERFORMANCE); PROVIDED, FURTHER, IN THE EVENT THAT COMPANY'S
PERFORMANCE EXCEEDS 100% OF THE FINANCIAL PERFORMANCE TARGET FOR THE YEAR, THAT
PORTION OF THE INCENTIVE BONUS THAT WOULD HAVE, BUT FOR THIS SECTION 5.2(A),
RELATED TO THE ACHIEVEMENT OF THE INDIVIDUAL PERFORMANCE TARGET SHALL BE 100%
AND (IV) ANY VESTED OR ACCRUED AND UNPAID PAYMENTS, RIGHTS OR BENEFITS EXECUTIVE
MAY BE OTHERWISE ENTITLED TO RECEIVE PURSUANT TO THE TERMS OF ANY WRITTEN
RETIREMENT, PENSION OR OTHER EMPLOYEE BENEFIT OR COMPENSATION PLAN MAINTAINED BY
THE COMPANY AT THE TIME OR TIMES PROVIDED THEREIN.
(B)
SUBJECT TO SECTION 2.2(A) HEREOF, IN ADDITION TO THE COMPENSATION
AND