EXECUTIVE FOR GOOD REASON SHALL BE COMMUNICATED
TO THE COMPANY BY NOTICE OF TERMINATION, AND THE TERMINATION DATE SHALL BE THE
DATE OF DELIVERY OF THE NOTICE OF TERMINATION UNLESS THE NOTICE OF TERMINATION
SPECIFIES A LATER TERMINATION DATE, WHICH SHALL NOT BE LATER THAN FIFTEEN DAYS
AFTER DELIVERY OF THE NOTICE OF TERMINATION.
PRIOR TO RESIGNING FOR GOOD
REASON, EXECUTIVE SHALL GIVE WRITTEN NOTICE OF THE FACTS AND CIRCUMSTANCES
CLAIMED TO PROVIDE A BASIS FOR SUCH RESIGNATION NOT MORE THAN SIXTY DAYS AFTER
HE HAS ACTUAL KNOWLEDGE OF SUCH FACTS AND CIRCUMSTANCES, AND IF THE COMPANY HAS
CURED SUCH FACTS AND CIRCUMSTANCES WITHIN THIRTY DAYS AFTER RECEIPT OF SUCH
NOTICE, EXECUTIVE SHALL NOT BE ENTITLED TO RESIGN FOR GOOD REASON.
ARTICLE III
OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT
3.1.
IF BY EXECUTIVE FOR GOOD REASON, OR BY THE COMPANY OTHER
THAN FOR CAUSE, OR UPON DISABILITY OR DEATH.
DURING THE AGREEMENT TERM, IF
EXECUTIVE SHALL TERMINATE EMPLOYMENT FOR GOOD REASON, OR IF THE COMPANY SHALL
TERMINATE EXECUTIVE'S EMPLOYMENT (INCLUDING TERMINATION BY REASON OF A
NONRENEWAL NOTICE) OTHER THAN FOR CAUSE, OR IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY REASON OF EXECUTIVE'S DISABILITY OR DEATH, THE COMPANY'S
OBLIGATIONS TO EXECUTIVE SHALL BE AS FOLLOWS:
(A)
THE COMPANY SHALL IMMEDIATELY PAY EXECUTIVE A CASH AMOUNT
EQUAL TO THE SUM OF ALL UNPAID AMOUNTS OF SALARY AND BONUS AND ALL UNPAID
VACATION PREVIOUSLY ACCRUED TO THE BENEFIT OF EXECUTIVE AND ANY RIGHTS EXECUTIVE
MAY HAVE UNDER THE TERMS OF APPLICABLE WELFARE AND FRINGE BENEFIT PLANS AND
APPLICABLE LAW ("ACCRUED OBLIGATIONS").
(B)
FOR A PERIOD ENDING THREE YEARS AFTER THE TERMINATION
DATE, THE COMPANY SHALL PAY EXECUTIVE, ON EACH NORMAL PAYROLL DATE (NOT LESS
FREQUENTLY THAN MONTHLY), AN AMOUNT EQUAL TO THE SUM OF EXECUTIVE'S SALARY IN
EFFECT ON THE TERMINATION DATE PLUS TARGET BONUS IN AN AMOUNT EQUAL TO 120% OF
EXECUTIVE'S SALARY, DIVIDED BY THE NUMBER OF PAYROLL PERIODS IN EACH RESPECTIVE
12-MONTH PERIOD DURING SUCH THREE-YEAR PERIOD.
NOTWITHSTANDING THE FOREGOING, IF ON THE TERMINATION DATE THE COMPANY OR ANY
OTHER ENTITY THAT IS AGGREGATED WITH THE COMPANY UNDER SECTION 414(B) OR (C) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), HAS ANY OUTSTANDING
STOCK THAT IS PUBLICLY TRADED ON AN ESTABLISHED SECURITIES MARKET OR OTHERWISE,
THEN, IN ORDER TO SATISFY THE REQUIREMENTS OF SECTION 409A OF THE CODE, THE
FOLLOWING SHALL APPLY:
(1)
THE PAYMENT TO BE MADE ON EACH PAYROLL DATE SHALL BE TREATED AS A SEPARATE
PAYMENT FOR PURPOSES OF SECTION 409A.
5
(2)
THE AGGREGATE AMOUNT OF ALL PAYMENTS, IF ANY, PAYABLE AFTER MARCH 15 OF THE
YEAR FOLLOWING THE YEAR THAT INCLUDES THE TERMINATION DATE (OR, IF LATER, THE
FIFTEENTH DAY OF THE THIRD MONTH AFTER THE END OF THE COMPANY'S FISCAL YEAR THAT
INCLUDES THE TERMINATION DATE) BUT BEFORE THE DATE THAT IS SIX MONTHS AFTER THE
TERMINATION DATE (INCREASED BY ANY OTHER AMOUNTS OF TAXABLE COMPENSATION PAID TO
THE EXECUTIVE DURING SUCH PERIOD THAT WOULD NOT HAVE BEEN PAID