THAT EMPLOYEE MAY HAVE TO PAY AS A RESULT OF THE
TERMINATION WITH SUCH AMOUNT AGREED BY THE PARTIES
4
HERETO TO BE IN FULL SATISFACTION, COMPROMISE AND RELEASE OF ANY CLAIMS ARISING
OUT OF ANY TERMINATION OF THE EMPLOYEE'S EMPLOYMENT PURSUANT TO THIS
SECTION 6(E) OR SECTION 6(F), AND IN EITHER CASE WITH SUCH AMOUNT TO BE
CONTINGENT UPON THE EMPLOYEE'S DELIVERY OF A GENERAL RELEASE OF ANY AND ALL
CLAIMS (OTHER THAN THOSE ARISING UNDER THIS AGREEMENT) UPON TERMINATION OF
EMPLOYMENT IN A FORM REASONABLY SATISFACTORY TO THE COMPANY.
(F)
PRIOR TO A CHANGE IN CONTROL, THE
EMPLOYEE SHALL HAVE THE RIGHT TO TERMINATE HIS EMPLOYMENT HEREUNDER FOR "GOOD
REASON (AS DEFINED BELOW). THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE AS
SET FORTH IN SECTION 6(E) IN THE EVENT OF SUCH TERMINATION. FOR PURPOSES OF THIS
AGREEMENT, "GOOD REASON" MEANS:
(I)
A MATERIAL CHANGE IN THE DUTIES OR
RESPONSIBILITIES AS AN EXECUTIVE OF THE COMPANY WHICH, IN THE EMPLOYEE'S
REASONABLE JUDGMENT, IS MATERIAL AND ADVERSE (OTHER THAN, IF APPLICABLE, ANY
SUCH CHANGE DIRECTLY ATTRIBUTABLE TO THE FACT THAT THE COMPANY IS NO LONGER
PUBLICLY OWNED); PROVIDED, HOWEVER, THAT GOOD REASON DOES NOT INCLUDE SUCH A
CHANGE THAT IS REMEDIED BY THE COMPANY PROMPTLY AFTER RECEIPT OF NOTICE OF SUCH
CHANGE IS GIVEN BY THE EMPLOYEE;
(II)
A REDUCTION BY THE COMPANY IN THE
EMPLOYEE'S BASE PAY, OR AN ADVERSE CHANGE IN THE FORM OR TIMING OF THE PAYMENT
THEREOF, AS IN EFFECT HEREUNDER OR AS THEREAFTER INCREASED; PROVIDED, HOWEVER,
THAT GOOD REASON DOES NOT INCLUDE SUCH A REDUCTION THAT (A) APPLIES TO ALL
EMPLOYEES OF THE COMPANY AND ANY SUCCESSOR WHO CONSTITUTE THE SENIOR MANAGEMENT
OF THE SUCCESSOR OR (B) IS A TEMPORARY CONCESSION ON THE PART OF SUCH EMPLOYEES
IN RESPONSE TO A FINANCIAL DIFFICULTY;
(III)
THE FAILURE BY THE COMPANY TO COVER THE
EMPLOYEE UNDER BENEFIT PLANS THAT, IN THE AGGREGATE, PROVIDE SUBSTANTIALLY
SIMILAR BENEFITS TO THE EMPLOYEE AND/OR THE EMPLOYEE'S FAMILY AND DEPENDENTS AT
A SUBSTANTIALLY SIMILAR TOTAL COST TO THE EMPLOYEE (E.G., PREMIUMS, DEDUCTIBLES,
CO-PAYS, OUT OF POCKET MAXIMUMS, REQUIRED CONTRIBUTIONS AND THE LIKE) RELATIVE
TO THE BENEFITS AND TOTAL COSTS UNDER THE BENEFIT PLANS IN WHICH THE EMPLOYEE
(AND/OR THE EMPLOYEE'S FAMILY OR DEPENDENTS) WERE PARTICIPATING AT ANY TIME
DURING THE TERM HEREOF;
(IV)
THE COMPANY'S REQUIRING THE EMPLOYEE TO BE
BASED MORE THAN THIRTY (30) MILES FROM WHERE THE EMPLOYEE'S OFFICE IS LOCATED
IMMEDIATELY PRIOR TO THE DATE HEREOF, EXCEPT FOR REQUIRED TRAVEL ON THE
COMPANY'S BUSINESS; PROVIDED, HOWEVER, THAT SUCH REQUIRED TRAVEL SHALL NOT
INCLUDE TRAVEL THAT HAS THE EFFECT OF REQUIRING EMPLOYEE TO RELOCATE TO, OR BE
BASED OUT OF, AN OFFICE DURING THE REGULAR BUSINESS WEEK THAT IS LOCATED MORE
THAN THIRTY (30) MILES FROM WHERE THE EMPLOYEE'S OFFICE IS LOCATED IMMEDIATELY
PRIOR TO THAT DATE HEREOF.
(V)
THE FAILURE BY THE COMPANY TO OBTAIN FROM
ANY SUCCESSOR THE ASSENT TO THIS AGREEMENT CONTEMPLATED BY SECTION 12 OF THIS
AGREEMENT; OR
(VI)
ANY REFUSAL BY THE