"SEVERANCE INSTALLMENT") OVER THE TWELVE (12) MONTH PERIOD COMMENCING NO EARLIER
THAN THE SECOND OF COMPANY'S STANDARD PAYROLL DATES FALLING AFTER SUCH
TERMINATION; PROVIDED, HOWEVER, THAT, IF NECESSARY TO AVOID THE APPLICATION OF
SECTION 409A OF THE CODE TO THE SEVERANCE, EMPLOYEE SHALL NOT RECEIVE ANY
INSTALLMENT PAYMENT UNTIL THE FIRST SCHEDULED PAYROLL DATE THAT OCCURS MORE THAN
SIX MONTHS FOLLOWING THE DATE OF TERMINATION OF EMPLOYMENT (THE "FIRST PAYMENT
DATE"), AND, ON THE FIRST PAYMENT DATE, COMPANY WILL PAY EMPLOYEE AN AMOUNT
EQUAL TO THE SUM OF ALL SEVERANCE INSTALLMENTS THAT WOULD HAVE BEEN PAYABLE IN
RESPECT OF THE PERIOD PRECEDING THE FIRST PAYMENT DATE BUT FOR THE DELAY IMPOSED
ON ACCOUNT OF THE AFOREMENTIONED SECTION 409A; AND
(B) PROVIDE CONTINUED HEALTH AND LIFE INSURANCE BENEFITS FOR EMPLOYEE AND HIS
SPOUSE AND DEPENDENTS, IF ANY, FOR A 12 MONTH PERIOD FOLLOWING THE DATE OF
EMPLOYEE'S TERMINATION OF EMPLOYMENT, ON THE SAME BASIS AS SUCH BENEFITS WERE
PROVIDED DURING EMPLOYEE'S EMPLOYMENT WITH COMPANY; PROVIDED, THAT
COMPANY'S
OBLIGATION TO PROVIDE SUCH HEALTH AND LIFE INSURANCE BENEFITS SHALL CEASE WITH
RESPECT TO SUCH BENEFITS AT THE TIME EMPLOYEE BECOMES ELIGIBLE FOR SUCH BENEFITS
FROM ANOTHER EMPLOYER.
(C)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE"
SHALL MEAN, (I) THE CONTINUED FAILURE BY EMPLOYEE (OTHER THAN ANY SUCH FAILURE
RESULTING FROM (A) THE EMPLOYEE'S INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS,
OR (B) THE COMPANY'S OBSTRUCTION OF THE PERFORMANCE OF THE EMPLOYEE'S DUTIES AND
RESPONSIBILITIES) TO PERFORM SUBSTANTIALLY THE DUTIES AND RESPONSIBILITIES OF
EMPLOYEE'S POSITION WITH THE COMPANY AFTER A WRITTEN DEMAND FOR SUBSTANTIAL
PERFORMANCE IS DELIVERED TO THE EMPLOYEE BY THE BOARD OF DIRECTORS
3
OF COMPANY (THE "BOARD"), WHICH DEMAND SPECIFICALLY IDENTIFIES THE MANNER IN
WHICH THE BOARD BELIEVES THAT EMPLOYEE HAS NOT SUBSTANTIALLY PERFORMED SUCH
DUTIES OR RESPONSIBILITIES AND SUGGESTS CORRECTIVE ACTION THAT IS CAPABLE OF
BEING IMPLEMENTED WITHIN A REASONABLE PERIOD; (II) THE CONVICTION, OR PLEA OF
GUILTY OR NOLO CONTENDERE, OF EMPLOYEE BY A COURT OF COMPETENT JURISDICTION FOR
FELONY CRIMINAL CONDUCT;
(III) EMPLOYEE'S INTENTIONAL MISCONDUCT OR GROSS
NEGLIGENCE IN CONNECTION WITH EMPLOYEE'S DUTIES, OR AN ACT OF FRAUD OR MATERIAL
ACT OF DISHONESTY BY EMPLOYEE, OR (IV) EMPLOYEE'S MATERIAL VIOLATION OF A
PROVISION OF PARENT'S CODE OF CONDUCT, AS SUCH CODE OF CONDUCT OR ITS EQUIVALENT
POLICIES MAY BE IN EFFECT FROM TIME TO TIME.
(D)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" MEANS: (I) A SIGNIFICANT ADVERSE CHANGE IN THE NATURE OR SCOPE OF
EMPLOYEE'S COMPANY-RELATED AUTHORITY OR DUTIES,
(II) A SIGNIFICANT REDUCTION IN
COMPENSATION OR BENEFITS PROVIDED BY
COMPANY, OR (III) THE GEOGRAPHICAL
LOCATION WHERE EMPLOYEE IS REQUIRED TO PERFORM PRINCIPAL DUTIES IS MOVED TO A
LOCATION MORE THAN FIFTY (50) MILES FROM SUCH LOCATION EXISTING AT THE DATE
HEREOF; PROVIDED THAT, A TERMINATION BY EMPLOYEE WITH GOOD REASON SHALL BE
EFFECTIVE ONLY IF, WITHIN SIXTY (60) DAYS FOLLOWING EMPLOYEE'S FIRST BECOMING
AWARE OF THE CIRCUMSTANCES GIVING RISE TO GOOD REASON, EMPLOYEE DELIVERS A
NOTICE OF TERMINATION FOR GOOD REASON BY EMPLOYEE TO COMPANY, AND COMPANY