REASONABLY REQUIRED BY ANY OF
THE PHYSICIANS SELECTED IN ACCORDANCE WITH THIS
SECTION 6.1(E). UNLESS OTHERWISE SPECIFIED IN THE NOTICE, SUCH TERMINATION SHALL
BE EFFECTIVE IMMEDIATELY.
(F)
DEATH. THIS EMPLOYMENT AGREEMENT SHALL AUTOMATICALLY TERMINATE AS
OF THE DATE OF MR. ENGLISH'S DEATH.
(G)
CHANGE IN CONTROL.
FOLLOWING A CHANGE IN CONTROL, MR. ENGLISH
SHALL BE REQUIRED TO CONTINUE HIS EMPLOYMENT UNDER THIS AGREEMENT FOR NINETY
(90) DAYS AFTER THE DATE OF SUCH CHANGE IN CONTROL, UNLESS HIS EMPLOYMENT IS
TERMINATED SOONER BY THOMAS GROUP AS SET FORTH IN SECTION 6.1(H).
IN THE EVENT
THAT MR. ENGLISH DECIDES TO RESIGN OR OTHERWISE VOLUNTARILY TERMINATE HIS
EMPLOYMENT FOLLOWING THE OCCURRENCE OF A CHANGE IN CONTROL, MR. ENGLISH MAY DO
SO BY GIVING WRITTEN NOTICE TO THOMAS GROUP TO THAT EFFECT ON OR BEFORE ONE
HUNDRED AND EIGHTY (180) DAYS AFTER THE OCCURRENCE OF THE CHANGE IN CONTROL.
IF
MR. ENGLISH DOES NOT GIVE SUCH NOTICE TO THOMAS GROUP, THIS AGREEMENT WILL
REMAIN IN EFFECT; PROVIDED, HOWEVER, THAT THE FAILURE OF MR. ENGLISH TO
TERMINATE THIS AGREEMENT FOLLOWING THE OCCURRENCE OF A CHANGE IN CONTROL SHALL
NOT BE DEEMED A WAIVER OF MR. ENGLISH'S RIGHT TO TERMINATE HIS EMPLOYMENT UPON A
SUBSEQUENT OCCURRENCE OF A CHANGE IN CONTROL IN ACCORDANCE WITH THE TERMS OF
THIS SUBSECTION.
MR. ENGLISH ACKNOWLEDGES AND AGREES THAT THE TRANSACTION
BETWEEN THE COMPANY, ON THE ONE HAND, AND GENERAL JOHN E. CHAIN, JR. AND
EDWARD P. EVANS, ON THE OTHER, CONSUMMATED DURING 2002, DOES NOT CONSTITUTE A
CHANGE OF CONTROL UNDER THIS AGREEMENT.
(H)
NOTWITHSTANDING THAT MR. ENGLISH HAS GIVEN NOTICE OF TERMINATION
PURSUANT TO SECTION 6.1(G), THOMAS GROUP MAY, IN ITS SOLE DISCRETION, THEREAFTER
REQUIRE MR. ENGLISH TO TERMINATE HIS EMPLOYMENT PRIOR TO THE EXPIRATION OF THE
APPLICABLE NOTICE PERIOD.
6.2
BENEFITS UPON TERMINATION. MR. ENGLISH SHALL RECEIVE THE BENEFITS
DESCRIBED IN THIS SECTION 6.2 THAT CORRESPONDS WITH THE MANNER OF TERMINATION OF
MR. ENGLISH'S EMPLOYMENT UNDER SECTION 6.1.
(A)
WITHOUT CAUSE. IN THE EVENT THOMAS GROUP TERMINATES MR. ENGLISH'S
EMPLOYMENT WITHOUT CAUSE, MR. ENGLISH SHALL BE ENTITLED TO THE COMPENSATION
AND/OR BENEFITS SET FORTH ON EXHIBIT B; PROVIDED, HOWEVER, THAT MR. ENGLISH
SHALL EXECUTE A GENERAL RELEASE AND SEPARATION AGREEMENT IN A FORM ACCEPTABLE TO
THE THOMAS GROUP PRIOR TO THE PAYMENT OF ANY SEVERANCE COMPENSATION UNDER THIS
SECTION 6.2(A).
IN THE EVENT OF A TERMINATION WITHOUT CAUSE UNDER SECTION 6.1,
MR. ENGLISH AGREES AND UNDERSTANDS THAT ALL OF HIS OBLIGATIONS AND AGREEMENTS
UNDER SECTION 7 BELOW (INCLUDING, WITHOUT LIMITATION, MR. ENGLISH'S OBLIGATIONS
CONCERNING CONFIDENTIAL INFORMATION, NON-COMPETITION AND NON-SOLICITATION, AND
MR. ENGLISH'S AGREEMENT TO EXECUTE A GENERAL RELEASE AND SEPARATION AGREEMENT)
SHALL CONTINUE IN FULL FORCE AND EFFECT IN THE MANNER AND ON THE TERMS SET FORTH
HEREIN.
(B)
WITH CAUSE.
IN THE EVENT MR. ENGLISH'S EMPLOYMENT IS TERMINATED
WITH CAUSE, NO FURTHER PAYMENTS OR BENEFITS SHALL BE PAID OR PROVIDED BY THOMAS
GROUP TO
MR. ENGLISH EXCEPT FOR REIMBURSEMENT FOR EXPENSES INCURRED PRIOR TO THE DATE OF
TERMINATION, OR THE PAYMENT OF INCENTIVE COMPENSATION