due to mental or physical illness and Executive's continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any event or condition constituting Good Reason; provided, however, that
Executive must provide notice of termination of employment for Good Reason
within ninety (90) days following Executive's knowledge of an event constituting
Good Reason or such event shall not constitute a termination for Good Reason
under this Agreement.
(K)
"QUALIFYING TERMINATION" MEANS A
TERMINATION OF EXECUTIVE'S EMPLOYMENT (I) BY THE COMPANY OTHER THAN FOR CAUSE OR
(II) BY EXECUTIVE FOR GOOD REASON.
TERMINATION OF EXECUTIVE'S EMPLOYMENT ON
ACCOUNT OF DEATH OR DISABILITY SHALL NOT BE TREATED AS A QUALIFYING TERMINATION.
(L)
"SAFE HARBOR AMOUNT" MEANS THE GREATEST
PRE-TAX AMOUNT OF "PAYMENTS" (AS DEFINED IN SECTION 4(A)) THAT COULD BE PAID TO
EXECUTIVE WITHOUT CAUSING EXECUTIVE TO BECOME LIABLE FOR ANY "EXCISE TAX" (AS
DEFINED IN SECTION 4(A)) IN CONNECTION THEREWITH.
(M)
"SEC" MEANS THE SECURITIES AND EXCHANGE
COMMISSION.
(N)
"STOCK" MEANS THE COMMON STOCK OF THE
COMPANY.
(O)
"SUBSIDIARY" MEANS A CORPORATION OR OTHER
ENTITY, WHETHER INCORPORATED OR UNINCORPORATED, OF WHICH AT LEAST A MAJORITY OF
ITS VOTING POWER OR ITS VOTING EQUITY SECURITIES OR EQUITY INTEREST IS OWNED,
DIRECTLY OR INDIRECTLY, BY THE COMPANY.
(P)
"TERMINATION PERIOD" MEANS THE PERIOD OF
TIME BEGINNING WITH A CHANGE IN CONTROL AND ENDING TWO (2) YEARS FOLLOWING SUCH
CHANGE IN CONTROL.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
IF (I) EXECUTIVE'S EMPLOYMENT IS TERMINATED PRIOR TO A CHANGE IN CONTROL FOR
REASONS THAT WOULD HAVE CONSTITUTED A QUALIFYING TERMINATION IF THEY HAD
OCCURRED FOLLOWING A CHANGE IN CONTROL AND (II) (A) SUCH TERMINATION (OR GOOD
REASON EVENT) WAS AT THE REQUEST OF A THIRD PARTY WHO HAD INDICATED AN INTENTION
OR TAKEN STEPS REASONABLY CALCULATED TO EFFECT A CHANGE IN CONTROL AND A CHANGE
IN CONTROL INVOLVING SUCH THIRD PARTY (OR A PARTY COMPETING WITH SUCH THIRD
PARTY TO EFFECTUATE A CHANGE IN CONTROL) DOES OCCUR, OR (B) SUCH TERMINATION (OR
5
GOOD REASON EVENT) OTHERWISE OCCURS IN CONNECTION WITH A POTENTIAL CHANGE IN
CONTROL AND SUCH CHANGE IN CONTROL DOES OCCUR, THEN FOR PURPOSES OF THIS
AGREEMENT, THE DATE IMMEDIATELY PRIOR TO THE DATE OF SUCH TERMINATION OF
EMPLOYMENT OR EVENT CONSTITUTING GOOD REASON SHALL BE TREATED AS THE DATE OF A
CHANGE IN CONTROL.
FOR PURPOSES OF DETERMINING THE TIMING OF PAYMENTS AND
BENEFITS TO EXECUTIVE UNDER SECTION 3, THE DATE OF THE ACTUAL CHANGE IN CONTROL
SHALL BE TREATED AS EXECUTIVE'S DATE OF TERMINATION UNDER SECTION 1(G).
2.
TERM OF AGREEMENT.
THIS AGREEMENT
SHALL BE EFFECTIVE ON THE DATE HEREOF AND SHALL CONTINUE IN EFFECT UNTIL AND
UNLESS THE COMPANY SHALL HAVE GIVEN ONE (1) YEARS' WRITTEN NOTICE OF
CANCELLATION; PROVIDED, THAT, NOTWITHSTANDING THE DELIVERY OF ANY SUCH NOTICE,
THIS AGREEMENT SHALL CONTINUE IN EFFECT FOR A PERIOD OF TWO (2) YEARS AFTER A
CHANGE IN CONTROL, IF SUCH CHANGE IN CONTROL SHALL HAVE OCCURRED DURING THE TERM
OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN