BUSINESS TRAVEL OBLIGATIONS IMMEDIATELY PRIOR TO
SUCH CHANGE IN CONTROL); PROVIDED, HOWEVER, THAT NONE OF THE FOREGOING SHALL BE
A GOOD REASON IF ANY OF THE FOREGOING ACTIONS ARE TAKEN BY THE COMPANY FOR CAUSE
(AS DEFINED IN SUBSECTION 1(D) HEREOF).
(C)
EFFECTIVE DATE.
"EFFECTIVE DATE," SHALL MEAN THE FIRST DATE ON
WHICH A CHANGE OF CONTROL AS DEFINED IN SECTION 1(A) OCCURS.
(D)
CAUSE.
THE COMPANY SHALL HAVE "CAUSE" TO TERMINATE THE
EXECUTIVE'S EMPLOYMENT UPON:
(I)
THE WILLFUL FAILURE BY THE EXECUTIVE TO SUBSTANTIALLY PERFORM
HIS DUTIES, OTHER THAN WHEN SUCH FAILURE RESULTING FROM THE EXECUTIVE'S
INCAPACITY IS DUE TO PHYSICAL OR MENTAL ILLNESS;
(II)
THE WILLFUL ENGAGING BY THE EXECUTIVE IN GROSS MISCONDUCT
MATERIALLY AND DEMONSTRABLY INJURIOUS TO THE COMPANY OR ITS SUBSIDIARIES; OR
(III)
THE COMMISSION BY THE EXECUTIVE OF A CRIME WHICH IS A FELONY.
FOR THE PURPOSE OF THIS SUBSECTION (D), NO ACT, OR THE FAILURE TO ACT, ON THE
EXECUTIVE'S PART SHALL BE CONSIDERED "WILLFUL" UNLESS DONE, OR OMITTED TO BE
DONE, BY HIM NOT IN GOOD FAITH AND WITHOUT REASONABLE BELIEF THAT HIS ACTION OR
OMISSION WAS IN THE BEST INTEREST OF THE COMPANY OR SUBSIDIARIES.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE SHALL NOT BE DEEMED TO HAVE BEEN
TERMINATED FOR CAUSE UNDER SUBSECTIONS (I), (II) OR (III) OF THE FIRST SENTENCE
OF THIS SUBSECTION (D), UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO THE
EXECUTIVE A COPY OF A RESOLUTION, DULY ADOPTED BY THE AFFIRMATIVE VOTE OF NOT
LESS THAN TWO-THIRDS (2/3) OF THE ENTIRE MEMBERSHIP OF THE COMPANY'S BOARD OF
DIRECTORS AT A MEETING OF THE BOARD CALLED AND HELD FOR THAT PURPOSE (AFTER
REASONABLE NOTICE TO THE EXECUTIVE AND AN OPPORTUNITY FOR HIM, TOGETHER WITH HIS
COUNSEL, TO BE HEARD BEFORE THE BOARD), FINDING THAT IN THE GOOD FAITH OPINION
OF THE BOARD, THE EXECUTIVE WAS GUILTY OF CONDUCT SET FORTH ABOVE IN CLAUSE (I),
(II) OR (III) OF THE FIRST SENTENCE OF THIS SUBSECTION (D) AND SPECIFYING THE
PARTICULARS THERETO IN DETAIL.
3
(E)
DISABILITY.
AN EXECUTIVE'S "DISABILITY" SHALL OCCUR IF THE
EXECUTIVE IS ABSENT FROM HIS DUTIES AS AN EXECUTIVE OF THE COMPANY ON A
FULL-TIME BASIS FOR SIX (6) CONSECUTIVE MONTHS FOLLOWING A CHANGE OF CONTROL OF
THE COMPANY AND IF HE QUALIFIES FOR LONG-TERM DISABILITY UNDER THE COMPANY'S
LONG-TERM DISABILITY INSURANCE PLAN.
(F)
SALARY CONTINUATION PERIOD.
THE "SALARY CONTINUATION PERIOD"
SHALL MEAN THREE (3) YEARS FROM THE DATE OF A TERMINATION OF THE EXECUTIVE.
2.
TERMINATION.
(A)
TERMINATION OF EMPLOYMENT.
IF THE EXECUTIVE'S EMPLOYMENT: (I) IS
SUBJECT TO A TERMINATION FOR GOOD REASON, OR (II) IS TERMINATED FOR A REASON
OTHER THAN DEATH, DISABILITY, CAUSE OR VOLUNTARY RESIGNATION NOT CONSTITUTING A
GOOD REASON (A GOOD REASON TERMINATION, OR TERMINATION FOR A REASON OTHER THAN
DEATH, DISABILITY, CAUSE OR VOLUNTARY RESIGNATION NOT CONSTITUTING A GOOD REASON
IS REFERRED TO HEREIN AS A "TERMINATION"), WITHIN THREE (3) YEARS FOLLOWING THE
EFFECTIVE DATE OF A CHANGE OF CONTROL, THE EXECUTIVE WILL BE ENTITLED TO RECEIVE
THE BENEFITS PROVIDED