TO (I) CONTINUE IN EFFECT ANY MATERIAL
COMPENSATION OR BENEFIT PLAN OR PROGRAM (INCLUDING WITHOUT LIMITATION ANY LIFE
INSURANCE,
3
MEDICAL, HEALTH AND ACCIDENT OR DISABILITY PLAN AND ANY VACATION OR AUTOMOBILE
PROGRAM OR POLICY) (A "BENEFIT PLAN") IN WHICH THE EMPLOYEE PARTICIPATES OR
WHICH IS APPLICABLE TO THE EMPLOYEE IMMEDIATELY PRIOR TO THE MEASUREMENT DATE,
UNLESS AN EQUITABLE ARRANGEMENT (EMBODIED IN AN ONGOING SUBSTITUTE OR
ALTERNATIVE PLAN) HAS BEEN MADE WITH RESPECT TO SUCH PLAN OR PROGRAM OR (II)
CONTINUE THE EMPLOYEE'S PARTICIPATION THEREIN (OR IN SUCH SUBSTITUTE OR
ALTERNATIVE PLAN) ON A BASIS NOT MATERIALLY LESS FAVORABLE, BOTH IN TERMS OF THE
AMOUNT OF BENEFITS PROVIDED AND THE LEVEL OF THE EMPLOYEE'S PARTICIPATION
RELATIVE TO OTHER PARTICIPANTS, THAN THE BASIS EXISTING IMMEDIATELY PRIOR TO THE
MEASUREMENT DATE;
(D)
A CHANGE BY THE COMPANY IN THE LOCATION AT WHICH THE EMPLOYEE
PERFORMS HIS PRINCIPAL DUTIES FOR THE COMPANY TO A NEW LOCATION THAT IS MORE
THAN 50 MILES FROM THE LOCATION AT WHICH THE EMPLOYEE PERFORMED HIS PRINCIPAL
DUTIES FOR THE COMPANY IMMEDIATELY PRIOR TO THE MEASUREMENT DATE; OR A
REQUIREMENT BY THE COMPANY THAT THE EMPLOYEE TRAVEL ON COMPANY BUSINESS TO A
SUBSTANTIALLY GREATER EXTENT THAN REQUIRED IMMEDIATELY PRIOR TO THE MEASUREMENT
DATE;
(E)
THE FAILURE OF THE COMPANY TO OBTAIN THE AGREEMENT FROM ANY
SUCCESSOR TO THE COMPANY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT, AS
REQUIRED BY SECTION 5.1; OR
(F)
ANY MATERIAL BREACH BY THE COMPANY OF THIS AGREEMENT WITH THE
EMPLOYEE.
The Employee's right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness.
1.5
"DISABILITY" MEANS THE EMPLOYEE'S ABSENCE FROM THE FULL-TIME
PERFORMANCE OF THE EMPLOYEE'S DUTIES WITH THE COMPANY FOR 180 CONSECUTIVE
CALENDAR DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL OR PHYSICAL ILLNESS WHICH
IS DETERMINED TO BE TOTAL AND PERMANENT BY A PHYSICIAN SELECTED BY THE COMPANY
OR ITS INSURERS AND ACCEPTABLE TO THE EMPLOYEE OR THE EMPLOYEE'S LEGAL
REPRESENTATIVE.
1.6
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
2.
TERM OF AGREEMENT.
THIS AGREEMENT, AND ALL RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL TAKE EFFECT UPON THE EFFECTIVE DATE AND SHALL EXPIRE
UPON THE FIRST TO OCCUR OF (A) THE EXPIRATION OF THE TERM (AS DEFINED BELOW) IF
A CHANGE IN CONTROL HAS NOT OCCURRED DURING THE TERM, (B) THE TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY PRIOR TO THE CHANGE IN CONTROL DATE,
(C) THE DATE 12 MONTHS AFTER THE CHANGE IN CONTROL DATE, IF THE EMPLOYEE IS
STILL EMPLOYED BY THE COMPANY AS OF SUCH LATER DATE, OR (D) THE FULFILLMENT BY
THE COMPANY OF ALL OF ITS OBLIGATIONS UNDER SECTIONS 4 AND 5.2 IF THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY TERMINATES WITHIN 12 MONTHS FOLLOWING THE CHANGE IN
CONTROL DATE.
"TERM" SHALL MEAN THE PERIOD COMMENCING AS OF THE EFFECTIVE DATE
AND CONTINUING IN EFFECT THROUGH DECEMBER 31, 2008; PROVIDED, HOWEVER, THAT
COMMENCING ON JANUARY 1, 2009 AND EACH