SUCH TERMINATION AND THE RELEASE BECOMES EFFECTIVE
FOLLOWING THE LAPSE OF THE APPLICABLE REVOCATION PERIOD.
THE SEVERANCE PAYMENT
WILL BE PAID IN ACCORDANCE WITH THE COMPANY'S REGULARLY SCHEDULED PAYROLL
PRACTICES FOR SALARIED EMPLOYEES COMMENCING ON THE FIRST PAYROLL DATE WITHIN THE
60-DAY PERIOD FOLLOWING EMPLOYEE'S SEPARATION FROM SERVICE ON WHICH THE RELEASE
IS EFFECTIVE FOLLOWING THE LAPSE OF ANY REVOCATION PERIOD, BUT IN NO EVENT LATER
THAN THE LAST DAY OF SUCH 60-DAY PERIOD.
(D)
DEFINITIONS.
AS USED HEREIN, THE FOLLOWING WORDS SHALL HAVE
THE FOLLOWING MEANINGS:
(1)
CAUSE.
"CAUSE" SHALL MEAN (I) THE FAILURE BY EMPLOYEE TO
SUBSTANTIALLY PERFORM HIS DUTIES, AND SUCH FAILURE REMAINS UNCURED FOR 15 DAYS
FOLLOWING THE COMPANY GIVING EMPLOYEE WRITTEN NOTICE THEREOF; (II) THE
INDICTMENT OR CONVICTION OF EMPLOYEE FOR ANY FELONY OR THE PLEA BY EMPLOYEE OF
NOLO CONTENDERE TO ANY FELONY, PROVIDED ANY SUCH FELONY EITHER RELATES TO THE
BUSINESS OR INVOLVES MORAL TURPITUDE; (III) FRAUD, EMBEZZLEMENT OR
MISAPPROPRIATION OR SIMILAR ACT OF DISHONESTY BY EMPLOYEE RELATING TO THE
COMPANY, ATS OR THEIR RESPECTIVE AFFILIATES OR THEIR FUNDS, PROPERTIES,
OPPORTUNITIES OR OTHER ASSETS; (IV) THE FAILURE BY EMPLOYEE TO SUBSTANTIALLY
COMPLY WITH ANY REASONABLE POLICY OF THE COMPANY APPLICABLE TO EMPLOYEE, AND
SUCH FAILURE REMAINS UNCURED FOR 15 DAYS FOLLOWING THE COMPANY GIVING EMPLOYEE
WRITTEN NOTICE THEREOF; (V) THE MATERIAL BREACH BY EMPLOYEE OF THIS AGREEMENT,
AND SUCH BREACH REMAINS UNCURED FOR 15 DAYS FOLLOWING THE COMPANY GIVING
EMPLOYEE WRITTEN NOTICE THEREOF; (VI) THE MATERIAL BREACH BY EMPLOYEE OF THE
NONCOMPETITION AGREEMENT (AS DEFINED IN THE PURCHASE AGREEMENT), OR (VII)
EMPLOYEE'S DEATH OR DISABILITY (AS DEFINED BELOW).
(2)
DISABILITY.
"DISABILITY" SHALL MEAN A PHYSICAL OR MENTAL
DISABILITY THAT HAS LASTED FOR MORE THAN TWO (2) MONTHS AS SHOWN BY EMPLOYEE'S
INABILITY TO PERFORM ALL OR SUBSTANTIALLY ALL OF HIS REGULAR DUTIES AS DESCRIBED
HEREIN, AND WHICH DISABILITY IS LIKELY, IN THE OPINION OF A PHYSICIAN MUTUALLY
DESIGNATED BY SUCH EMPLOYEE AND THE COMPANY, TO PERSIST FOR MORE THAN ONE (1)
YEAR.
(3)
GOOD REASON.
"GOOD REASON" SHALL MEAN EMPLOYEE'S VOLUNTARY
RESIGNATION WITHIN NINETY (90) DAYS FOLLOWING ONE OR MORE OF THE FOLLOWING
EVENTS OCCURRING WITHOUT EMPLOYEE'S CONSENT: (A) A MATERIAL REDUCTION IN HIS
BASE
3
COMPENSATION, WITH 15% OR MORE BEING DEEMED TO BE MATERIAL FOR THIS PURPOSE: (B)
A MATERIAL DIMINUTION IN HIS AUTHORITY, DUTIES OR RESPONSIBILITIES, (C) A
MATERIAL RELOCATION OF HIS PRINCIPAL PLACE OF EMPLOYMENT, WITH 50 MILES OR MORE
FROM EMPLOYEE'S CURRENT PRINCIPAL PLACE OF BUSINESS BEING DEEMED TO BE MATERIAL
FOR THIS PURPOSE; OR (D) A MATERIAL BREACH BY THE COMPANY OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE OCCURRENCE OF AN EVENT OF DEFAULT (AS
DEFINED IN THAT CERTAIN AMENDED AND RESTATED SECURITY AGREEMENT, OF EVEN DATE
HEREWITH, ENTERED INTO BETWEEN THE COMPANY, ATS AND SELLER); PROVIDED, HOWEVER,
THAT NONE OF THE FOREGOING EVENTS SHALL CONSTITUTE GROUNDS FOR A TERMINATION FOR
GOOD REASON UNLESS EMPLOYEE FIRST PROVIDES WRITTEN NOTICE TO THE COMPANY
DESCRIBING THE APPLICABLE EVENT.
(4)
SEPARATION FROM SERVICE.
"SEPARATION FROM SERVICE"