HAVE THE MEANING SET FORTH IN SECTION 409A OF
THE CODE.
(F)
"GOOD REASON" SHALL MEAN THE OCCURRENCE (WITHOUT THE EXECUTIVE'S
EXPRESS WRITTEN CONSENT) OF ANY ONE OF THE FOLLOWING: (I) A REDUCTION IN THE
EXECUTIVE'S TOTAL TARGET COMPENSATION AS IN EFFECT FROM TIME TO TIME (OTHER THAN
AN INCONSEQUENTIAL OR INSIGNIFICANT REDUCTION IN SUCH TOTAL TARGET COMPENSATION,
BUT NOT INCLUDING ANY REDUCTION RELATED TO A GENERAL COMPENSATION REDUCTION
APPLICABLE TO OTHER SENIOR EXECUTIVE MEMBERS OF THE COMPANY'S MANAGEMENT ),
(II) A MATERIAL NEGATIVE ADVERSE CHANGE IN THE EXECUTIVE'S DUTIES OR
RESPONSIBILITIES WITH THE COMPANY (OTHER THAN: (A) ANY SUCH ALTERATION PRIMARILY
ATTRIBUTABLE TO THE ACQUISITION BY ANY PERSON OF BENEFICIAL OWNERSHIP (WITHIN
THE MEANING OF RULE 13D-3 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934)
OF 20% OR MORE OF THE THEN OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY OR
20% OR MORE OF THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS, WHICH CONSTITUTES A "CHANGE IN CONTROL" FOR PURPOSES OF THE
EXECUTIVE'S SEPARATE CHANGE IN CONTROL AGREEMENT; OR (B) TEMPORARILY WHILE THE
EXECUTIVE IS PHYSICALLY OR MENTALLY INCAPACITATED), OR (III) THE RELOCATION OF
THE EXECUTIVE'S PRINCIPAL PLACE OF BUSINESS BEYOND FORTY (40) MILES FROM
DENVER.
AS A CONDITION TO THE EXECUTIVE'S RIGHT TO TERMINATE THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY FOR "GOOD REASON," (I) THE EXECUTIVE MUST GIVE THE
COMPANY WRITTEN NOTICE, SETTING FORTH WITH REASONABLE SPECIFICITY THE EVENTS
ALLEGED TO CONSTITUTE "GOOD REASON" HEREUNDER, WITHIN SIXTY (60) CALENDAR DAYS
FOLLOWING THE DATE UPON WHICH THE EXECUTIVE HAS KNOWLEDGE OF SUCH EVENTS,
(II) THE COMPANY MUST FAIL TO CURE SUCH EVENTS, IF SUCH EVENTS ARE SUSCEPTIBLE
TO CURE, WITHIN FIFTEEN (15) CALENDAR DAYS FOLLOWING RECEIPT OF SUCH WRITTEN
NOTICE FROM THE EXECUTIVE, AND (III) THE EXECUTIVE MUST ACTUALLY TERMINATE
EMPLOYMENT WITHIN FIFTEEN (15) DAYS FOLLOWING THE EXPIRATION OF THE COMPANY'S
FIFTEEN (15) DAY CURE PERIOD DESCRIBED ABOVE.
IF THE EXECUTIVE DOES NOT TIMELY
DO SO, THE RIGHT TO TERMINATE FOR GOOD REASON SHALL LAPSE AND BE DEEMED WAIVED,
AND THE EXECUTIVE SHALL NOT THEREAFTER HAVE THE RIGHT TO TERMINATE FOR GOOD
REASON ON ACCOUNT OF THE CIRCUMSTANCE GIVING RISE TO SUCH NOTICE, IN WHICH CASE
THE PROVISIONS OF THIS PARAGRAPH SHALL ONCE AGAIN APPLY, BUT IN WHICH CASE NO
CONSIDERATION SHALL BE GIVEN TO THE OTHER, PRIOR CIRCUMSTANCE THAT PRECIPITATED
A NOTICE BY EXECUTIVE OF A PURPORTED RIGHT TO TERMINATE FOR GOOD REASON.
3.
At-Will Employment.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY IS AND SHALL REMAIN "AT-WILL" AND THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY MAY BE TERMINATED AT ANY TIME AND FOR ANY REASON (OR NO REASON) BY THE
COMPANY OR THE EXECUTIVE, WITH OR WITHOUT NOTICE.
DURING THE PERIOD OF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE SHALL ONLY REPORT TO THE
BOARD AND PERFORM SUCH DUTIES AND FULFILL SUCH RESPONSIBILITIES
2
AS REASONABLY REQUESTED BY THE COMPANY FROM TIME TO TIME COMMENSURATE WITH