AND THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT
ON AT LEAST 30 DAYS' AND NOT MORE THAN 60 DAYS' WRITTEN NOTICE GIVEN TO THE
COMPANY. IF THE COMPANY TERMINATES THE EXECUTIVE FOR CAUSE, OR THE EXECUTIVE
TERMINATES HIS EMPLOYMENT AND THE TERMINATION BY THE EXECUTIVE IS NOT FOR GOOD
REASON IN ACCORDANCE WITH SECTION 5.2, (I) THE EXECUTIVE SHALL RECEIVE THE
ACCRUED OBLIGATIONS; AND (II) EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW
OR THE COMPANY'S BENEFIT PLANS, THE EXECUTIVE SHALL HAVE NO FURTHER RIGHTS TO
ANY OTHER COMPENSATION OR BENEFITS HEREUNDER ON OR AFTER THE TERMINATION OF
EMPLOYMENT, OR ANY OTHER RIGHTS HEREUNDER.
5.2
TERMINATION BY THE COMPANY WITHOUT CAUSE;
TERMINATION BY THE EXECUTIVE FOR GOOD REASON.
(A)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN, UNLESS OTHERWISE CONSENTED TO BY THE EXECUTIVE,
(I)
THE MATERIAL REDUCTION OF THE EXECUTIVE'S
AUTHORITY, DUTIES AND RESPONSIBILITIES, OR THE ASSIGNMENT TO THE EXECUTIVE OF
DUTIES MATERIALLY INCONSISTENT WITH THE EXECUTIVE'S POSITION OR POSITIONS WITH
THE COMPANY;
(II)
A MATERIAL REDUCTION IN ANNUAL SALARY OF
THE EXECUTIVE;
(III)
THE RELOCATION OF THE EXECUTIVE'S OFFICE TO
MORE THAN 100 MILES FROM SALT LAKE CITY, UTAH; OR
(IV)
THE COMPANY'S MATERIAL AND WILLFUL BREACH OF
THIS AGREEMENT.
Notwithstanding the foregoing, (A) Good Reason shall not be deemed to exist
unless notice of termination on account thereof (specifying a termination date
no later than 30 days from the date of such notice) is given no later than 30
days after the time at which the event or condition purportedly giving rise to
Good Reason first occurs or arises and (B) if there exists (without regard to
this clause (B)) an event or condition that constitutes Good Reason, the Company
shall have 30 days from the date notice of such a termination is given to cure
such
5
event or condition and, if the Company does so, such event or condition shall
not constitute Good Reason hereunder.
(B)
DURING THE TERM, THE COMPANY MAY TERMINATE
THE EXECUTIVE'S EMPLOYMENT AT ANY TIME WITHOUT CAUSE AND NOT PURSUANT TO
SECTION 4, OR THE EXECUTIVE TERMINATES HIS EMPLOYMENT WITH THE COMPANY FOR GOOD
REASON, THEN SUBJECT TO SECTION 5.3 BELOW, AND IN ADDITION TO THE ACCRUED
OBLIGATIONS, THE EXECUTIVE SHALL RECEIVE:
(I)
A LUMP CASH PAYMENT EQUAL TO TWO TIMES
THE SUM OF (A) THE EXECUTIVE'S ANNUAL SALARY (AS IN EFFECT ON THE EFFECTIVE DATE
OF SUCH TERMINATION); AND (B) AN AMOUNT EQUAL TO THE GREATER OF
THE ANNUAL
BONUS RECEIVED BY THE EXECUTIVE IN THE PRECEDING YEAR OR THE AVERAGE ANNUAL
BONUS RECEIVED BY THE EXECUTIVE IN THE THREE YEARS PRIOR TO THE TERMINATION;
(II)
A LUMP SUM CASH PAYMENT EQUAL TO THE SUM OF
(A) THE COST OF CONTINUING HEALTH BENEFITS (INCLUDING ANY MEDICAL, VISION OR
DENTAL BENEFITS), UNDER THE COMPANY'S GROUP HEALTH PLANS PURSUANT TO
SECTION 4980B OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
SIMILAR STATE LAW ("COBRA") FOR A PERIOD OF TWENTY-FOUR MONTHS, BASED ON THE
COBRA COST AT THE TIME