THE COMPANY IN EXECUTIVE'S BASE SALARY AS IN EFFECT
ON THE DATE HEREOF OR AS THE SAME MY BE INCREASED FROM TIME TO TIME, EXCEPT IN
CONNECTION WITH (A) AN ACROSS-THE-BOARD PAY REDUCTION FOR EXECUTIVES OF SIMILAR
STATUS, OR (B) A CHANGE DESCRIBED IN (I)(A) OR (I)(B) ABOVE;
(IV)
THE FAILURE BY THE COMPANY TO CONTINUE TO PROVIDE EXECUTIVE WITH
COMPENSATION AND BENEFITS SUBSTANTIALLY SIMILAR IN THE AGGREGATE TO THOSE
ENJOYED BY EXECUTIVE ON THE DATE HEREOF UNDER THE COMPANY'S RETIREMENT, 401(K),
DEFERRED COMPENSATION, INCENTIVE COMPENSATION, LIFE INSURANCE, HEALTH CARE,
AD&D, OR DISABILITY PLANS, OR THE TAKING OF ANY ACTION BY THE COMPANY WHICH
WOULD DIRECTLY OR INDIRECTLY MATERIALLY REDUCE ANY OF SUCH COMPENSATION OR
BENEFITS, EXCEPT IN CONNECTION WITH (A) AN ACROSS-THE-BOARD REDUCTION THAT
IMPACTS EXECUTIVES AT EXECUTIVE'S LEVEL GENERALLY, OR (B) A CHANGE DESCRIBED IN
(I)(A) OR (I)(B) ABOVE; OR
(V)
ANY PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT WHICH IS NOT
EFFECTED PURSUANT TO A NOTICE OF TERMINATION SATISFYING THE REQUIREMENTS OF
SECTION 7.1 (FOR PURPOSES OF THIS AGREEMENT, NO SUCH PURPORTED TERMINATION SHALL
BE EFFECTIVE).
The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness.
The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.
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6.8
"PERSON" .
ANY INDIVIDUAL, CORPORATION, BANK, PARTNERSHIP, JOINT
VENTURE, ASSOCIATION, JOINT-STOCK COMPANY, TRUST, UNINCORPORATED ORGANIZATION OR
OTHER ENTITY.
6.9
"PRESENT VALUE".
THE TERM "PRESENT VALUE" ON ANY PARTICULAR DATE
SHALL HAVE THE SAME MEANING AS PROVIDED IN SECTION 280G(D)(4) OF THE CODE.
7.
TERMINATION PROCEDURES.
7.1
NOTICE OF TERMINATION.
DURING THE TERM OF THIS AGREEMENT, ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH)
SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO
THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 11.
FOR PURPOSES OF THIS
AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE
THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET
FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
FURTHER, A NOTICE OF TERMINATION FOR CAUSE IS REQUIRED TO INCLUDE
THE INFORMATION SET FORTH IN SECTION 6.2.
7.2
DATE OF TERMINATION.
"DATE OF TERMINATION," WITH RESPECT TO ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT DURING THE TERM OF THIS
AGREEMENT, SHALL MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS DEATH,
THE DATE OF HIS DEATH, (II) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR
DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT
EXECUTIVE SHALL NOT HAVE RETURNED TO THE FULL-TIME PERFORMANCE OF EXECUTIVE'S
DUTIES DURING SUCH THIRTY (30) DAY PERIOD), AND (III) IF EXECUTIVE'S EMPLOYMENT
IS TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION (WHICH, IN THE CASE OF A TERMINATION BY THE COMPANY, SHALL NOT BE
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LESS