OR PRESIDENT OF ESSEX GROUP NORTH AMERICA, (D) A
MATERIAL ADVERSE CHANGE IN EXECUTIVE'S AUTHORITY, DUTIES AND RESPONSIBILITIES OR
REPORTING LINES, (E) A RELOCATION OF EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT
WITH THE COMPANY OF MORE THAN 35 MILES FROM EXECUTIVE'S THEN CURRENT WORK
LOCATION, OTHER THAN A RELOCATION TO THE COMPANY'S HEADQUARTERS IN THE GREATER
ATLANTA METROPOLITAN AREA, (F) THE COMPANY'S FAILURE TO PAY AMOUNTS TO WHICH
EXECUTIVE IS ENTITLED UNDER THIS AGREEMENT, OR (G) THE COMPANY'S GIVING WRITTEN
NOTICE THAT IT ELECTS NOT TO EXTEND THE EMPLOYMENT TERM PURSUANT TO SECTION 1 OF
THIS AGREEMENT; PROVIDED THAT ANY EVENT DESCRIBED IN CLAUSES (A) THROUGH (F)
ABOVE SHALL CONSTITUTE GOOD REASON ONLY IF THE COMPANY FAILS TO CURE SUCH EVENT
WITHIN 20 DAYS AFTER RECEIPT FROM EXECUTIVE OF WRITTEN NOTICE OF THE EVENT WHICH
CONSTITUTES GOOD REASON; PROVIDED, FURTHER, THAT GOOD REASON SHALL CEASE TO
EXIST FOR AN EVENT DESCRIBED IN CLAUSES (A) THROUGH (F) ABOVE ON THE 60TH DAY
FOLLOWING THE LATER OF ITS OCCURRENCE OR EXECUTIVE'S KNOWLEDGE THEREOF, UNLESS
EXECUTIVE HAS GIVEN THE COMPANY WRITTEN NOTICE THEREOF PRIOR TO SUCH DATE.
(III)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE (OTHER THAN BY REASON OF DEATH OR DISABILITY) OR IF EXECUTIVE RESIGNS FOR
GOOD REASON OTHER THAN AS PROVIDED IN SECTION 8(C)(IV) BELOW, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE:
(A)
THE ACCRUED RIGHTS;
(B)
A LUMP SUM PAYMENT EQUAL TO EXECUTIVE'S THEN BASE SALARY; PROVIDED
THAT THE AMOUNT DESCRIBED IN THIS CLAUSE (B) SHALL BE REDUCED BY ANY OTHER CASH
SEVERANCE PAYABLE TO EXECUTIVE UNDER ANY OTHER PLANS, PROGRAMS OR ARRANGEMENTS
OF THE COMPANY OR ITS AFFILIATES (BUT EXCLUDING THE SERP);
(C)
A LUMP SUM PAYMENT EQUAL TO A PRO-RATA PORTION OF EXECUTIVE'S
ANNUAL BONUS FOR THE FISCAL YEAR IN WHICH EXECUTIVE'S TERMINATION OCCURS
(DETERMINED BY MULTIPLYING THE AMOUNT EXECUTIVE WOULD BE ABLE TO RECEIVE IF THE
DATE OF TERMINATION WERE THE END OF THE FISCAL YEAR BY A FRACTION, THE NUMERATOR
OF WHICH IS THE NUMBER OF DAYS DURING THE PERFORMANCE YEAR OF TERMINATION THAT
6
EXECUTIVE IS EMPLOYED BY THE COMPANY AND THE DENOMINATOR OF WHICH IS 365);
PROVIDED, THAT THE APPLICABLE PERFORMANCE TARGETS ARE MET FOR THE PORTION OF THE
FISCAL YEAR DURING WHICH EXECUTIVE WAS EMPLOYED BY THE COMPANY; PROVIDED,
FURTHER, THAT NO AMOUNT SHALL BE PAID TO EXECUTIVE IF AT THE TIME OF SUCH
TERMINATION NO BONUS WOULD BE PAYABLE BASED ON THE ACTUAL ACHIEVEMENT OF
CORPORATE, BUSINESS UNIT AND INDIVIDUAL PERFORMANCE RESULTS AS OF THE DATE OF
TERMINATION (FOR EXAMPLE, IF ACTUAL PERFORMANCE THROUGH THE DATE OF TERMINATION
REPRESENTED 90% OF TARGET PERFORMANCE OBJECTIVES FOR THE YEAR, EXECUTIVE WOULD
BE ENTITLED TO A PRORATA PORTION OF THE CORRESPONDING PERCENTAGE OF HIS TARGET
ANNUAL BONUS BASED ON THE APPLICABLE PERFORMANCE MATRIX, AND IF THE THRESHOLD
LEVEL OF PERFORMANCE OBJECTIVES WAS NOT ACHIEVED, NO BONUS WOULD BE PAID);
(D)
SUBJECT TO EXECUTIVE'S CONTINUED COMPLIANCE WITH THE PROVISIONS OF
SECTIONS 9 AND 10 OF THIS AGREEMENT (OTHER THAN A BREACH WHICH IS