AGREEMENT SHALL
REMAIN UNPAID FOR MORE THAN 60 DAYS, AFTER NOTICE OF NON-PAYMENT AND REQUEST FOR
PAYMENT HAVE BEEN GIVEN TO THE COMPANY BY THE EXECUTIVE PURSUANT TO SECTION 12;
(III)
A CHANGE IN CONTROL OF THE COMPANY (AS
DEFINED BELOW) SHALL OCCUR DURING THE TERM OF THIS AGREEMENT AND, WITHIN 180
DAYS AFTER THE EFFECTIVE DATE OF ANY SUCH CHANGE IN CONTROL, THE EXECUTIVE
DELIVERS TO THE COMPANY A WRITTEN NOTICE OF HIS ELECTION TO TERMINATE THE
AGREEMENT EFFECTIVE AS OF THE DATE SET FORTH IN SUCH NOTICE, WHICH EFFECTIVE
DATE SHALL NOT BE LESS THAN 30 DAYS NOR MORE THAN 90 DAYS AFTER
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THE DATE OF DELIVERY OF SUCH WRITTEN NOTICE.
FOR PURPOSES OF THIS SECTION, A
CHANGE IN CONTROL SHALL MEAN EITHER (I) A MERGER OR CONSOLIDATION OF THE COMPANY
WITH OR INTO ANOTHER COMPANY OR CORPORATION, OTHER THAN (A) A MERGER OR
CONSOLIDATION WHICH WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY
OUTSTANDING IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY
REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF THE
SURVIVING ENTITY) AT LEAST 75% OF THE COMBINED VOTING POWER OF THE VOTING
SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY OUTSTANDING IMMEDIATELY AFTER
SUCH MERGER OR CONSOLIDATION OR (B) A MERGER OR CONSOLIDATION EFFECTED TO
IMPLEMENT A RECAPITALIZATION OF THE COMPANY (OR SIMILAR TRANSACTION) IN WHICH NO
"PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED) ACQUIRES MORE THAN 50% OF THE COMBINED VOTING
POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES; OR (II) THE SALE OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS; OR (III) A CHANGE IN THE IDENTITIES
OF A MAJORITY OF THE MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS WITHIN A
ONE-YEAR PERIOD OR LESS; OR (IV) THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY ANY
PERSON OR RELATED GROUP OF PERSONS (OTHER THAN THE COMPANY OR A PERSON THAT IS
CONTROLLED BY THE COMPANY), OF BENEFICIAL OWNERSHIP OF SECURITIES POSSESSING
MORE THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF THE
COMPANY'S OUTSTANDING SECURITIES.
(D)
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR BY HIM SHALL BE
COMMUNICATED BY A WRITTEN NOTICE ("NOTICE OF TERMINATION") THAT 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 THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
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(E)
DATE OF TERMINATION, ETC.
"DATE OF
TERMINATION" SHALL MEAN (1) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS
DEATH, THE DATE OF HIS DEATH; (2) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
FOR DISABILITY, THIRTY DAYS AFTER NOTICE OF TERMINATION IS GIVEN; (3) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR CAUSE, THE DATE SPECIFIED IN THE NOTICE
OF TERMINATION; AND (4) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY
OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION.
9.
COMPENSATION UPON