DELIVERED TO THE EXECUTIVE BY THE COMPANY; AND THE EFFECTIVE DATE OF
A TERMINATION FOR CAUSE OR A TERMINATION WITHOUT CAUSE SHALL BE THE DATE
SPECIFIED IN A NOTICE DELIVERED TO THE EXECUTIVE BY THE COMPANY OF SUCH
TERMINATION.
RESIGNATION OR TERMINATION FOR GOOD REASON.
THE EXECUTIVE SHALL GIVE THE
COMPANY AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF HIS RESIGNATION OR TERMINATION
FOR GOOD REASON, WITH THE EFFECTIVE DATE THEREOF SPECIFIED THEREIN.
THE BOARD
MAY, IN ITS DISCRETION, ACCELERATE THE EFFECTIVE DATE OF SUCH TERMINATION OF
EMPLOYMENT.
TERM/RENEWAL.
THE INITIAL TERM OF EMPLOYMENT UNDER THIS AGREEMENT (THE "INITIAL
TERM") SHALL BE FOR THE PERIOD BEGINNING ON THE EFFECTIVE DATE AND ENDING ON THE
FIFTH ANNIVERSARY THEREOF, UNLESS EARLIER TERMINATED PURSUANT TO SECTION 4(A);
PROVIDED THAT THE TERM OF EMPLOYMENT MAY BE EXTENDED FOR ONE OR MORE ADDITIONAL
ONE (1) YEAR PERIOD(S) (EACH, AN "EXTENSION TERM") BY MUTUAL AGREEMENT OF THE
COMPANY AND THE EXECUTIVE NOT LATER THAN 90 DAYS PRIOR TO THE EXPIRATION OF THE
INITIAL TERM OR EXTENSION TERM, IF ANY, THEN IN EFFECT.
THE INITIAL TERM AND
ANY EXTENSION TERM SHALL BE COLLECTIVELY REFERRED TO AS THE "TERM" HEREUNDER.
NOTHING STATED IN THIS AGREEMENT OR REPRESENTED ORALLY OR IN WRITING TO EITHER
PARTY SHALL CREATE ANY OBLIGATION OF EITHER PARTY TO RENEW THIS AGREEMENT.
EFFECT OF TERMINATION; SEVERANCE.
GENERAL.
IN THE EVENT OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY
REASON, THE EXECUTIVE OR HIS ESTATE OR BENEFICIARIES SHALL HAVE THE RIGHT TO
RECEIVE THE FOLLOWING:
THE UNPAID PORTION OF THE BASE SALARY AND PAID TIME OFF ACCRUED AND PAYABLE
THROUGH THE TERMINATION DATE; AND
REIMBURSEMENT FOR ANY EXPENSES FOR WHICH THE EXECUTIVE SHALL NOT HAVE BEEN
PREVIOUSLY REIMBURSED, AS PROVIDED IN SECTION 3(C).
The Executive (or his estate or beneficiaries) shall be entitled to the cash
severance payments described below only as set forth herein, and the provisions
of this Section 5 shall supersede in their entirety any severance payment
provisions in any severance plan, policy, program or arrangement maintained by
the Company.
Termination without Cause or Termination for Good Reason. In the event of a
Termination without Cause or a Termination for Good Reason, and subject to the
Executive's entering into a Release Agreement with the Company in substantially
the form attached hereto as Exhibit A (the "Release"), the Executive shall have
the right to receive the following:
THE BASE SALARY PROVIDED BY SECTION 3(A) HEREOF FOR A PERIOD OF EIGHTEEN (18)
MONTHS FROM THE TERMINATION DATE (THE "SEVERANCE PERIOD"), SUCH AMOUNT TO BE
DEEMED LIQUIDATED DAMAGES AND PAYABLE AT THE APPLICABLE PAYROLL PERIODS;
PROVIDED, HOWEVER, THAT IN THE EVENT OF A BREACH BY THE EXECUTIVE OF SECTION 6,
7, 8, OR 9 ON OR AFTER THE TERMINATION DATE, THE PROVISIONS OF SECTION 11 SHALL
APPLY;
2
A PRO RATA AMOUNT OF THE BONUS, IF ANY, WHICH WOULD HAVE BEEN PAYABLE TO THE
EXECUTIVE FOR THE CALENDAR YEAR IN WHICH SUCH TERMINATION OCCURS, DETERMINED
AFTER THE END OF THE CALENDAR YEAR IN WHICH SUCH