THE ASSIGNMENT TO EXECUTIVE OF ANY DUTIES INCONSISTENT IN
ANY MATERIAL RESPECT WITH, OR EFFECT A MATERIAL DIMINUTION OF, EXECUTIVE'S
DUTIES, TITLES, OFFICES, OR RESPONSIBILITIES (INCLUDING DIRECT-REPORTING
RESPONSIBILITIES) WITH THE PARENT OR THE COMPANY, OR ANY DEMOTION OF EXECUTIVE
FROM, OR ANY FAILURE TO REELECT OR REAPPOINT EXECUTIVE TO ANY OF SUCH POSITIONS
(EXCEPT IN CONNECTION WITH THE TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR
DISABILITY OR CAUSE OR AS A RESULT OF
4
EXECUTIVE'S DEATH); PROVIDED, HOWEVER, THAT WITH RESPECT TO THE FOREGOING CLAUSE
(B) IF SUBSEQUENT TO A CHANGE IN CONTROL (AS HEREINAFTER DEFINED IN SECTION 24),
EXECUTIVE MAINTAINS OVER THE BUSINESS OF THE COMPANY SUBSTANTIALLY THE SAME
AUTHORITY AND RESPONSIBILITY WITH RESPECT THERETO THAT HE HELD PRIOR TO SUCH
CHANGE IN CONTROL, THE REQUIREMENT THAT THE EXECUTIVE REPORT TO OFFICERS OR THE
BOARD OF PARENT COMPANIES, OR A CHANGE IN THE TITLE OF EXECUTIVE, SHALL NOT OF
ITSELF CONSTITUTE "GOOD REASON."
(D)
BY EXECUTIVE WITHOUT GOOD REASON. EXECUTIVE MAY TERMINATE THIS AGREEMENT
AND HIS EMPLOYMENT HEREUNDER AT ANY TIME, FOR ANY REASON, UPON GIVING TO THE LIN
COMPANIES THIRTY (30) DAYS' WRITTEN NOTICE OF TERMINATION OF THIS AGREEMENT AND
EXECUTIVE'S EMPLOYMENT HEREUNDER PURSUANT TO THIS SECTION 8(D) ("NOTICE OF
RESIGNATION"), DURING WHICH NOTICE PERIOD EXECUTIVE'S EMPLOYMENT AND PERFORMANCE
OF SERVICES WILL CONTINUE; PROVIDED, HOWEVER, THAT PARENT MAY, UPON NOTICE TO
EXECUTIVE AND WITHOUT REDUCING EXECUTIVE'S COMPENSATION DURING SUCH PERIOD,
EXCUSE EXECUTIVE FROM ANY OR ALL OF HIS DUTIES DURING SUCH PERIOD. THE EFFECTIVE
DATE OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL BE THE DATE
SPECIFIED IN THE NOTICE OF RESIGNATION DELIVERED IN ACCORDANCE WITH THIS
SECTION 8(D).
(E)
AUTOMATIC TERMINATION UPON DEATH OR DISABILITY. THIS AGREEMENT AND
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE AUTOMATICALLY UPON THE DEATH OR
"TOTAL DISABILITY" OF EXECUTIVE. THE TERM "TOTAL DISABILITY" AS USED HEREIN
SHALL MEAN EXECUTIVE'S INABILITY, WITH OR WITHOUT REASONABLE ACCOMMODATIONS, TO
PERFORM THE DUTIES OF EXECUTIVE CONTEMPLATED BY SECTION 3 HEREOF FOR A PERIOD
OF, OR PERIODS AGGREGATING, SIX (6) MONTHS IN ANY TWELVE (12) MONTH PERIOD AS A
RESULT OF PHYSICAL OR MENTAL ILLNESS, LOSS OF LEGAL CAPACITY OR ANY OTHER CAUSE
BEYOND EXECUTIVE'S CONTROL, UNLESS EXECUTIVE IS GRANTED A LEAVE OF ABSENCE BY
THE BOARD OF PARENT. ALL DETERMINATIONS AS TO WHETHER EXECUTIVE HAS SUFFERED
TOTAL DISABILITY DUE TO PHYSICAL OR MENTAL ILLNESS, LOSS OF CAPACITY OR ANY
OTHER MEDICAL CAUSE SHALL BE MADE BY A PHYSICIAN WHO IS MUTUALLY AGREED UPON BY
EXECUTIVE AND A MAJORITY OF THE MEMBERS OF THE NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE OF THE BOARD OF PARENT. EXECUTIVE AND THE LIN COMPANIES
HEREBY ACKNOWLEDGE THAT EXECUTIVE'S ABILITY TO PERFORM THE DUTIES SET FORTH IN
SECTION 3 HEREOF IS OF THE ESSENCE OF THIS AGREEMENT. TERMINATION UNDER THIS
SECTION 8(E) SHALL BE DEEMED TO BE EFFECTIVE (I) AS OF THE TIME OF EXECUTIVE'S
DEATH OR (II) IMMEDIATELY UPON DETERMINATION OF EXECUTIVE'S TOTAL DISABILITY, AS
DEFINED ABOVE, BY A PHYSICIAN MUTUALLY AGREEABLE TO EXECUTIVE AND THE BOARD OF
PARENT.
9.
SEVERANCE FOR TERMINATION WITHOUT CAUSE