TOTALITY WOULD BE SUBSTANTIAL;
(II)
A REDUCTION BY THE SUBSIDIARY IN YOUR BASE
PAY, A MATERIAL CHANGE IN THE ANNUAL BONUS PLAN PAYMENT EXPECTATIONS, OR AN
ADVERSE CHANGE IN THE FORM OR TIMING OF THE PAYMENTS THEREOF, AS IN EFFECT
IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL OR AS THEREAFTER INCREASED;
(III)
THE FAILURE BY THE SUBSIDIARY TO COVER YOU
UNDER BENEFIT PLANS THAT, IN THE AGGREGATE, PROVIDE SUBSTANTIALLY SIMILAR
BENEFITS TO YOU AND/OR YOUR FAMILY AND DEPENDENTS AT A SUBSTANTIALLY SIMILAR
TOTAL COST TO YOU (E.G., PREMIUMS, DEDUCTIBLES, CO-PAYS, OUT OF POCKET MAXIMUMS,
REQUIRED CONTRIBUTIONS AND THE LIKE) RELATIVE TO THE BENEFITS AND TOTAL COSTS
UNDER THE BENEFIT PLANS IN WHICH YOU (AND/OR YOUR FAMILY OR DEPENDENTS) WERE
PARTICIPATING AT ANY TIME DURING THE 90-DAY PERIOD IMMEDIATELY PRECEDING THE
CHANGE IN CONTROL;
(IV)
THE SUBSIDIARY'S REQUIRING YOU TO BE BASED
MORE THAN 50 MILES FROM WHERE YOUR OFFICE IS LOCATED IMMEDIATELY PRIOR TO THE
CHANGE IN CONTROL, EXCEPT FOR REQUIRED TRAVEL ON THE SUBSIDIARY'S BUSINESS;
(V)
THE FAILURE BY THE SUBSIDIARY OR THE PARENT
COMPANY TO OBTAIN FROM ANY SUCCESSOR THE ASSENT TO THIS AGREEMENT AS SOON AS
REASONABLY PRACTICABLE IN THE CIRCUMSTANCES AND IN ANY EVENT WITHIN THE TIMES
REQUIRED BY SECTION 6 HEREOF; OR
(VI)
ANY PURPORTED TERMINATION BY THE SUBSIDIARY OF
YOUR EMPLOYMENT THAT IS NOT PROPERLY EFFECTED PURSUANT TO A NOTICE OF
TERMINATION AND PURSUANT TO ANY OTHER REQUIREMENTS OF THIS AGREEMENT, AND, FOR
PURPOSES OF THIS AGREEMENT, NO SUCH PURPORTED TERMINATION WILL BE EFFECTIVE.
4
YOUR CONTINUED EMPLOYMENT DOES NOT CONSTITUTE CONSENT TO, OR WAIVER OF ANY
RIGHTS ARISING IN CONNECTION WITH, ANY CIRCUMSTANCES CONSTITUTING GOOD REASON.
YOUR TERMINATION OF EMPLOYMENT FOR GOOD REASON AS DEFINED IN THIS SECTION 1(M)
WILL CONSTITUTE GOOD REASON FOR ALL PURPOSES OF THIS AGREEMENT NOTWITHSTANDING
THAT YOU MAY ALSO THEREBY BE DEEMED TO HAVE RETIRED UNDER ANY APPLICABLE
RETIREMENT PROGRAMS OF THE SUBSIDIARY AND/OR PARENT COMPANY.
(N)
"NOTICE OF TERMINATION" MEANS A WRITTEN
NOTICE (EXCEPT IN THE CASE OF A DEEMED NOTICE OF TERMINATION PURSUANT TO SECTION
3(A) HEREAFTER) GIVEN ON OR AFTER THE DATE OF A CHANGE IN CONTROL (UNLESS YOUR
TERMINATION BEFORE THE DATE OF THE CHANGE IN CONTROL WAS EITHER A CONDITION OF
THE CHANGE IN CONTROL OR WAS AT THE REQUEST OR INSISTENCE OF ANY THIRD PARTY
RELATED TO THE CHANGE IN CONTROL) WHICH INDICATES THE SPECIFIC TERMINATION
PROVISION IN THIS AGREEMENT PURSUANT TO WHICH THE NOTICE IS GIVEN.
ANY
PURPORTED TERMINATION BY THE SUBSIDIARY OR BY YOU FOR GOOD REASON ON OR AFTER
THE DATE OF A CHANGE IN CONTROL (OR BEFORE THE DATE OF A CHANGE IN CONTROL IF
YOUR TERMINATION WAS EITHER A CONDITION OF THE CHANGE IN CONTROL OR WAS AT THE
REQUEST OR INSISTENCE OF ANY THIRD PARTY RELATED TO THE CHANGE IN CONTROL) MUST
BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO BE EFFECTIVE; PROVIDED, THAT
YOUR FAILURE TO PROVIDE NOTICE OF TERMINATION WILL NOT LIMIT ANY OF YOUR RIGHTS
UNDER THIS AGREEMENT EXCEPT TO THE EXTENT