THE EMPLOY
OF THE COMPANY FOR THE PERIOD COMMENCING ON THE FIRST DATE ON
WHICH A CHANGE IN CONTROL OCCURS DURING THE TERM AND ENDING ON THE SECOND
ANNIVERSARY OF SUCH DATE (THE "POST-CIC EMPLOYMENT PERIOD").
ARTICLE II
TERMINATION OF EMPLOYMENT
SECTION 2.01
DEATH OR DISABILITY. THE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE
AUTOMATICALLY UPON THE EXECUTIVE'S DEATH DURING THE TERM. IF THE COMPANY
DETERMINES IN GOOD FAITH THAT THE DISABILITY (PURSUANT TO THE DEFINITION OF
DISABILITY SET FORTH BELOW) OF THE EXECUTIVE HAS OCCURRED DURING THE TERM, IT
MAY GIVE TO THE EXECUTIVE WRITTEN NOTICE IN ACCORDANCE WITH ARTICLE VII OF THIS
AGREEMENT OF ITS INTENTION TO TERMINATE THE EXECUTIVE'S EMPLOYMENT. IN SUCH
EVENT, THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL TERMINATE EFFECTIVE ON
THE 30TH DAY AFTER RECEIPT OF SUCH NOTICE BY THE EXECUTIVE (THE "DISABILITY
EFFECTIVE DATE"), PROVIDED THAT, WITHIN THE THIRTY DAYS AFTER SUCH RECEIPT, THE
EXECUTIVE SHALL NOT HAVE RETURNED TO FULL-TIME PERFORMANCE OF THE EXECUTIVE'S
DUTIES. FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN THE ABSENCE OF
THE EXECUTIVE FROM THE EXECUTIVE'S DUTIES WITH THE COMPANY ON A FULL-TIME BASIS
FOR 180 CONSECUTIVE BUSINESS DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL OR
PHYSICAL ILLNESS, WHICH IS DETERMINED TO BE A DISABILITY PURSUANT TO THE
COMPANY'S THEN EXISTING LONG TERM DISABILITY PLAN OR, IN THE ABSENCE OF SUCH A
PLAN, A DISABILITY DETERMINED TO BE TOTAL AND PERMANENT BY A PHYSICIAN SELECTED
BY THE COMPANY AND ACCEPTABLE TO THE EXECUTIVE OR THE EXECUTIVE'S LEGAL
REPRESENTATIVE.
SECTION 2.02
CAUSE.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT
DURING THE TERM FOR CAUSE.
SECTION 2.03
GOOD REASON.
THE EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED BY THE
EXECUTIVE FOR PRE-CIC GOOD REASON OR POST-CIC GOOD REASON.
SECTION 2.04
NOTICE OF TERMINATION. ANY TERMINATION BY THE COMPANY FOR CAUSE,
OR BY THE EXECUTIVE FOR PRE-CIC GOOD REASON OR POST-CIC GOOD REASON, SHALL BE
COMMUNICATED BY NOTICE OF TERMINATION TO THE OTHER PARTY HERETO GIVEN IN
ACCORDANCE WITH ARTICLE VII OF THIS AGREEMENT. FOR PURPOSES OF THIS AGREEMENT, A
"NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE WHICH (I) INDICATES THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON, (II) TO THE EXTENT
APPLICABLE, SETS FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED
TO PROVIDE A BASIS FOR TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE
PROVISION SO INDICATED AND (III) IF THE DATE OF TERMINATION (AS DEFINED BELOW)
IS OTHER THAN THE DATE OF RECEIPT OF SUCH NOTICE, SPECIFIES THE TERMINATION
DATE. THE FAILURE BY THE EXECUTIVE OR THE COMPANY TO SET FORTH IN THE NOTICE OF
TERMINATION ANY FACT OR CIRCUMSTANCE WHICH CONTRIBUTES TO A SHOWING OF PRE-CIC
GOOD REASON OR POST-CIC GOOD REASON OR CAUSE SHALL NOT WAIVE ANY RIGHT OF THE
EXECUTIVE OR THE COMPANY, RESPECTIVELY, HEREUNDER OR PRECLUDE THE EXECUTIVE OR
THE COMPANY, RESPECTIVELY, FROM ASSERTING SUCH FACT OR CIRCUMSTANCE IN ENFORCING
THE EXECUTIVE'S OR THE COMPANY'S RIGHTS HEREUNDER.
SECTION 2.05
DATE OF TERMINATION. "DATE OF TERMINATION" MEANS (I) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE