THE COMPENSATION TO EMPLOYEE PROVIDED UNDER SECTION 8(D) SHALL
GOVERN. IN ADDITION, EMPLOYEE SHALL RECEIVE ANY ACCRUED BUT UNPAID VACATION TIME
FOR THE CURRENT EMPLOYMENT YEAR. THE EMPLOYEE AGREES THAT HIS ELIGIBILITY TO
RECEIVE ALL AMOUNTS DESCRIBED IN THIS SECTION 8(B) SHALL BE SUBJECT TO AND
CONTINGENT UPON THE EMPLOYEE'S EXECUTION OF A FULL AND COMPLETE GENERAL RELEASE
IN FAVOR OF THE COMPANY AND ITS AFFILIATED PERSONS AND ENTITIES, SATISFACTORY TO
THE COMPANY IN ITS SOLE DISCRETION; PROVIDED THAT SUCH CONDITION FOR RECEIVING
ADDITIONAL SEVERANCE SHALL NOT APPLY TO PREVIOUSLY EARNED BASE COMPENSATION AND
ACCRUED BUT UNUSED VACATION TIME UP TO THE DATE OF TERMINATION.
(C)
TERMINATION FOR DEATH OR DISABILITY.
THE EMPLOYEE'S EMPLOYMENT
HEREUNDER SHALL TERMINATE IMMEDIATELY UPON THE EMPLOYEE'S DEATH OR DISABILITY.
FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM "DISABILITY" SHALL MEAN THE
EMPLOYEE'S INABILITY, BY REASON OF PHYSICAL OR MENTAL INCAPACITY (DETERMINED BY
A LICENSED PHYSICIAN REASONABLY ACCEPTABLE TO THE EMPLOYEE AND THE COMPANY), TO
PERFORM THE ESSENTIAL FUNCTIONS OF HIS JOB, WITH OR WITHOUT A REASONABLE
ACCOMMODATION BY THE COMPANY, FOR AN AGGREGATE OF NINETY (90) DAYS DURING ANY
TWELVE (12) MONTH PERIOD, PROVIDED FURTHER THAT DURING ANY SUCH CONTINUOUS
PERIOD, THE EMPLOYEE'S BASE COMPENSATION PAYABLE UNDER SECTION 6(A) SHALL BE
REDUCED BY THE AMOUNT, IF ANY, OF PAYMENTS TO THE EMPLOYEE UNDER ANY SHORT-TERM
OR LONG-TERM DISABILITY INSURANCE POLICY, PLAN OR PROGRAM MAINTAINED BY THE
COMPANY.
DURING ANY PERIOD WHEN THE EMPLOYEE IMPLICITLY OR EXPLICITLY PURPORTS
TO BE UNABLE TO PERFORM HIS DUTIES HEREUNDER BY REASON OF PHYSICAL OR MENTAL
ILLNESS, INCAPACITY OR DISABILITY, THE EMPLOYEE, AT THE REQUEST AND EXPENSE OF
COMPANY, SHALL SUBMIT TO ONE OR MORE EXAMINATIONS BY A PHYSICIAN OF THE
COMPANY'S CHOICE. A TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
DUE TO ANY OF THE FOREGOING PROVISIONS OF THIS SECTION 8(C) SHALL BE TREATED AS
A TERMINATION WITHOUT CAUSE HEREUNDER.
(D)
TERMINATION BY EMPLOYEE FOR GOOD REASON.
EMPLOYEE SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT FOR "GOOD REASON". THE FOLLOWING EVENTS
AFFECTING EMPLOYEE SHALL CONSTITUTE "GOOD REASON" WITHIN THE MEANING OF THIS
AGREEMENT: (I) IF EMPLOYEE, AT ANY TIME DURING THE EMPLOYMENT PERIOD (EXCEPT
DURING A PERIOD OF DISABILITY), HAS SUFFERED A MATERIAL CHANGE OR DIMINUTION IN
DUTIES AND RESPONSIBILITIES FROM THOSE CONTEMPLATED HEREIN, OR (II) IF THERE IS
A CHANGE OF CONTROL EVENT, AS DEFINED BELOW.
For purposes of this Employment Agreement, a "Change of Control" shall mean the
happening of any of the following:
(i)
the acquisition by any person or group deemed a person under
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act") (other than the Company and its subsidiaries as determined
immediately prior to that date) of beneficial ownership, directly or indirectly
(with beneficial ownership determined as provided in Rule 13d-3, or any
successor rule, under the Exchange Act), of a majority of the total combined
voting power of all classes of stock of the Company having the right under
ordinary circumstances to vote at an election