(II) ONE HUNDRED TWENTY (120)
NON-CONSECUTIVE DAYS DURING ANY TWELVE (12) MONTH PERIOD AND WHICH ENTITLES
EMPLOYEE TO BENEFITS UNDER THE LONG-TERM DISABILITY PLAN MAINTAINED BY THE
COMPANY FOR ITS SENIOR EXECUTIVES.
ANY QUESTION AS TO THE EXISTENCE, EXTENT OR
POTENTIALITY OF EMPLOYEE'S DISABILITY UPON WHICH EMPLOYEE AND THE COMPANY CANNOT
AGREE SHALL BE DETERMINED BY A QUALIFIED, INDEPENDENT PHYSICIAN SELECTED BY THE
COMPANY AND APPROVED BY EMPLOYEE (WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD).
THE DETERMINATION OF ANY SUCH PHYSICIAN SHALL BE FINAL AND
CONCLUSIVE FOR ALL PURPOSES OF THIS AGREEMENT.
(N)
"EMPLOYEE" SHALL HAVE THE MEANING SET FORTH IN THE PREAMBLE
HERETO.
(O)
"GOOD REASON" SHALL MEAN ANY ONE OF THE FOLLOWING EVENTS WHICH
OCCURS WITHOUT EMPLOYEE'S WRITTEN CONSENT ON OR AFTER THE COMMENCEMENT OF
EMPLOYEE'S EMPLOYMENT:
(I) A REDUCTION OF EMPLOYEE'S THEN EXISTING BASE SALARY
OR TARGET BONUS BY MORE THAN TEN PERCENT (10%), UNLESS THE EMPLOYEE ACCEPTS SUCH
REDUCTION OR SUCH REDUCTION IS DONE IN CONJUNCTION WITH SIMILAR REDUCTIONS FOR
SIMILARLY SITUATED EMPLOYEES OF THE COMPANY (IT BEING UNDERSTOOD THAT, SOLELY
FOR PURPOSES OF THIS PARAGRAPH 1(O), SUCH A REDUCTION IN THE TARGET BONUS NOT
ACCEPTED BY EMPLOYEE IS CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT);
(II) ANY REQUEST BY THE COMPANY (OR ANY SURVIVING OR ACQUIRING CORPORATION) THAT
THE EMPLOYEE RELOCATE TO A NEW PRINCIPAL BASE OF OPERATIONS THAT WOULD INCREASE
EMPLOYEE'S ONE-WAY COMMUTE DISTANCE BY MORE THAN THIRTY-FIVE (35) MILES FROM HIS
THEN-PRINCIPAL RESIDENCE, UNLESS EMPLOYEE ACCEPTS SUCH RELOCATION OPPORTUNITY;
(III) A MATERIAL DIMINUTION IN EMPLOYEE'S AUTHORITY, DUTIES OR RESPONSIBILITIES
WITH THE COMPANY, OR ANY REMOVAL OR INVOLUNTARY TERMINATION OF EMPLOYEE FROM THE
COMPANY OTHERWISE THAN AS EXPRESSLY PERMITTED BY THIS AGREEMENT; (IV) THE
FAILURE OF THE COMPANY TO OBTAIN THE ASSUMPTION AGREEMENT FROM ANY SUCCESSOR AS
CONTEMPLATED IN SECTION 17(A) (IT BEING UNDERSTOOD THAT, SOLELY FOR PURPOSES OF
THIS PARAGRAPH 1(O), THE COMPANY'S FAILURE TO OBTAIN SUCH ASSUMPTION AGREEMENT
SHALL BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT); (V) FOR PURPOSES OF
SECTION 8(G) ONLY, IF, FOLLOWING A CHANGE IN CONTROL, EMPLOYEE'S BENEFITS AND
RESPONSIBILITIES ARE MATERIALLY REDUCED, OR EMPLOYEE'S BASE SALARY OR TARGET
BONUS ARE REDUCED BY MORE THAN 10%, IN EACH CASE, BY COMPARISON TO THE BENEFITS,
RESPONSIBILITIES, BASE SALARY OR TARGET BONUS IN EFFECT IMMEDIATELY PRIOR TO
SUCH REDUCTION (IT BEING UNDERSTOOD THAT, SOLELY FOR PURPOSES OF THIS PARAGRAPH
1(O), THE AFOREMENTIONED REDUCTIONS IN THE TARGET BONUS OR BENEFITS ARE
CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT); OR (VI) A MATERIAL BREACH OF
THIS AGREEMENT BY THE COMPANY.
4
(P)
"INTERFERING ACTIVITIES" SHALL MEAN (I) ENCOURAGING, SOLICITING,
OR INDUCING, OR IN ANY MANNER ATTEMPTING TO ENCOURAGE, SOLICIT, OR INDUCE, ANY
PERSON EMPLOYED BY THE COMPANY OR ANY SUBSIDIARY THEREOF TO TERMINATE SUCH
PERSON'S EMPLOYMENT WITH THE COMPANY OR SUCH SUBSIDIARY; (II) HIRING ANY PERSON
WHO WAS EMPLOYED BY THE COMPANY OR ANY SUBSIDIARY THEREOF WITHIN THE SIX
(6) MONTH PERIOD PRIOR TO THE DATE OF SUCH HIRING; OR (III) ENCOURAGING,
SOLICITING OR INDUCING, OR IN ANY MANNER ATTEMPTING TO