REFERENCED IN CLAUSE
(4)(Y) OF THIS SECTION 4.3(B), HAVE THE BURDEN OF ESTABLISHING THAT THE ACTIONS
OR OMISSIONS SPECIFIED IN THE NOTICE OF CONSIDERATION DID IN FACT OCCUR AND DO
CONSTITUTE CAUSE AND THAT THE COMPANY HAS SATISFIED THE PROCEDURAL REQUIREMENTS
OF THIS SECTION 4.3(B).
4.4
GOOD REASON. DURING THE EMPLOYMENT PERIOD, EXECUTIVE MAY TERMINATE
HIS OR HER EMPLOYMENT FOR GOOD REASON IN ACCORDANCE WITH THE SUBSTANTIVE AND
PROCEDURAL PROVISIONS OF THIS SECTION 4.4.
(A)
GOOD REASON DEFINITION. FOR PURPOSES OF THIS SECTION 4.4, "GOOD
REASON" MEANS THE OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING ACTIONS OR
OMISSIONS DURING THE EMPLOYMENT PERIOD:
(1)
ANY FAILURE TO PAY EXECUTIVE'S BASE SALARY IN VIOLATION OF SECTION
3.2(A) OR ANY FAILURE TO INCREASE EXECUTIVE'S BASE SALARY TO THE EXTENT, IF ANY,
REQUIRED BY SUCH SECTION;
(2)
ANY FAILURE TO PAY EXECUTIVE'S ANNUAL BONUS OR ANY REDUCTION IN
EXECUTIVE'S BONUS OPPORTUNITY, IN EITHER CASE IN VIOLATION OF SECTION 3.2(B);
(3)
ANY MATERIAL ADVERSE CHANGE IN EXECUTIVE'S POSITION (INCLUDING
OFFICES, TITLES, OR REPORTING REQUIREMENTS, BUT NOT REPORTING RESPONSIBILITIES),
AUTHORITY OR DUTIES AS CONTEMPLATED BY SECTION 3.1(A)(I);
(4)
ANY MATERIAL REDUCTION IN AGGREGATE COMPENSATION AND BENEFITS AS
PROVIDED IN ARTICLE III;
(5)
REQUIRING EXECUTIVE TO BE BASED AT ANY OFFICE OR LOCATION OTHER
THAN THE LOCATION SPECIFIED IN SECTION 3.1(A);
(6)
ANY OTHER MATERIAL BREACH OF THIS SUPPLEMENT BY ANY OF THE
COMPANIES;
(7)
ANY TERMINATION OF EMPLOYMENT BY THE COMPANIES THAT PURPORTS TO BE
FOR CAUSE, BUT IS NOT IN FULL COMPLIANCE WITH ALL OF THE SUBSTANTIVE AND
PROCEDURAL REQUIREMENTS OF THIS SUPPLEMENT (ANY SUCH PURPORTED TERMINATION SHALL
BE TREATED AS A TERMINATION OF EMPLOYMENT WITHOUT CAUSE FOR ALL PURPOSES OF THIS
SUPPLEMENT); OR
(8)
THE FAILURE AT ANY TIME OF A SUCCESSOR TO THE COMPANIES EXPLICITLY
TO ASSUME AND AGREE TO BE BOUND BY THIS SUPPLEMENT.
(B) DETERMINATION OF GOOD REASON. ANY REASONABLE DETERMINATION BY EXECUTIVE THAT
ANY OF THE EVENTS SPECIFIED IN SECTION 4.4(A) ABOVE HAS OCCURRED AND CONSTITUTES
GOOD REASON SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, UNLESS THE COMPANY
ESTABLISHES THAT EXECUTIVE DID NOT HAVE ANY REASONABLE BASIS FOR SUCH
DETERMINATION.
15
(C)
NOTICE BY EXECUTIVE. IN THE EVENT OF ANY TERMINATION OF EMPLOYMENT BY
EXECUTIVE FOR GOOD REASON, EXECUTIVE SHALL AS SOON AS PRACTICABLE THEREAFTER
NOTIFY THE COMPANY OF THE EVENTS CONSTITUTING SUCH GOOD REASON BY A NOTICE OF
TERMINATION. A DELAY IN THE DELIVERY OF SUCH NOTICE OF TERMINATION OR A FAILURE
BY EXECUTIVE TO INCLUDE IN THE NOTICE OF TERMINATION ANY FACT OR CIRCUMSTANCE
WHICH CONTRIBUTES TO A SHOWING OF GOOD REASON SHALL NOT WAIVE ANY RIGHT OF
EXECUTIVE UNDER THIS SUPPLEMENT OR PRECLUDE EXECUTIVE FROM ASSERTING SUCH FACT
OR CIRCUMSTANCE IN ENFORCING RIGHTS UNDER THIS SUPPLEMENT; PROVIDED THAT NO ACT
OR OMISSION BY THE COMPANY SHALL QUALIFY AS GOOD REASON IF EXECUTIVE'S
TERMINATION OF EMPLOYMENT OCCURS MORE THAN 12 MONTHS AFTER EXECUTIVE FIRST
OBTAINS ACTUAL KNOWLEDGE OF SUCH ACT OR OMISSION.
ARTICLE V.
COMPANY'S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
5.1
TERMINATION DURING