other benefits under
this Agreement.
C.
BY THE COMPANY WITHOUT CAUSE OR
RESIGNATION BY EXECUTIVE FOR GOOD REASON.
(I)
THE EMPLOYMENT TERM AND EXECUTIVE'S
EMPLOYMENT HEREUNDER MAY BE TERMINATED BY THE COMPANY WITHOUT CAUSE (OTHER THAN
BY REASON OF DEATH OR DISABILITY) OR BY EXECUTIVE'S RESIGNATION FOR GOOD REASON.
(II)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN, WITHOUT EXECUTIVE'S WRITTEN CONSENT, (A) A REDUCTION IN
EXECUTIVE'S BASE SALARY AS THEN IN EFFECT, (B) A REDUCTION IN EXECUTIVE'S ANNUAL
BONUS OPPORTUNITY TO LESS THAN 100% OF BASE SALARY OR A MATERIAL REDUCTION BY
THE COMPANY OF BENEFITS TO WHICH EXECUTIVE IS ENTITLED (OTHER THAN AN OVERALL
REDUCTION IN BENEFITS THAT AFFECTS SUBSTANTIALLY ALL FULL-TIME EMPLOYEES OF THE
COMPANY), (C) EXECUTIVE'S REMOVAL FROM THE POSITION OF CEO OF THE COMPANY, (D) A
MATERIAL ADVERSE CHANGE IN EXECUTIVE'S AUTHORITY, DUTIES AND RESPONSIBILITIES
THAT IS SUBSTANTIALLY INCONSISTENT WITH EXECUTIVE'S POSITION AS CEO OF THE
COMPANY, (E) A RELOCATION OF EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT WITH THE
COMPANY OF MORE THAN 35 MILES FROM THE ATLANTA, GEORGIA METROPOLITAN AREA,
(F) THE COMPANY'S FAILURE TO PAY AMOUNTS TO WHICH EXECUTIVE IS ENTITLED UNDER
THIS AGREEMENT, OR (G) THE COMPANY'S GIVING WRITTEN NOTICE THAT IT ELECTS NOT TO
EXTEND THE EMPLOYMENT TERM PURSUANT TO SECTION 1 OF THIS AGREEMENT; PROVIDED
THAT ANY EVENT DESCRIBED IN CLAUSES (A) THROUGH (F) ABOVE SHALL CONSTITUTE GOOD
REASON ONLY IF THE COMPANY FAILS TO CURE SUCH EVENT WITHIN 20 DAYS AFTER RECEIPT
FROM EXECUTIVE OF WRITTEN NOTICE OF THE EVENT WHICH CONSTITUTES GOOD REASON;
PROVIDED, FURTHER, THAT GOOD REASON SHALL CEASE TO EXIST FOR AN EVENT DESCRIBED
IN CLAUSES (A) THROUGH (F) ABOVE ON THE 60TH DAY FOLLOWING THE LATER OF ITS
OCCURRENCE OR EXECUTIVE'S KNOWLEDGE THEREOF, UNLESS EXECUTIVE HAS GIVEN THE
COMPANY WRITTEN NOTICE THEREOF PRIOR TO SUCH DATE.
(III) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE
(OTHER THAN BY REASON OF DEATH OR DISABILITY) OR IF EXECUTIVE RESIGNS FOR GOOD
REASON OTHER THAN AS PROVIDED IN SECTION 8(C)(IV) BELOW, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE:
(A)
THE ACCRUED RIGHTS; AND
(B)
A LUMP SUM PAYMENT EQUAL TO TWO TIMES
EXECUTIVE'S THEN BASE SALARY; PROVIDED THAT THE AMOUNT DESCRIBED IN THIS CLAUSE
(B) SHALL BE REDUCED BY ANY OTHER CASH SEVERANCE PAYABLE TO EXECUTIVE UNDER ANY
OTHER PLANS, PROGRAMS OR ARRANGEMENTS OF THE COMPANY OR ITS AFFILIATES (BUT
EXCLUDING THE SERP); AND
(C)
A LUMP SUM PAYMENT EQUAL TO TWO TIMES A
PRO-RATA PORTION OF EXECUTIVE'S ANNUAL BONUS FOR THE FISCAL YEAR IN WHICH
EXECUTIVE'S TERMINATION OCCURS (DETERMINED BY MULTIPLYING THE AMOUNT EXECUTIVE
WOULD BE ABLE TO RECEIVE IF THE DATE OF TERMINATION WERE THE END OF THE FISCAL
YEAR BY A FRACTION, THE
5
NUMERATOR OF WHICH IS THE NUMBER OF DAYS DURING THE PERFORMANCE YEAR OF
TERMINATION THAT EXECUTIVE IS EMPLOYED BY THE COMPANY AND THE DENOMINATOR OF
WHICH IS 365); PROVIDED, THAT THE APPLICABLE PERFORMANCE TARGETS ARE MET FOR THE
PORTION OF THE FISCAL YEAR DURING WHICH EXECUTIVE WAS EMPLOYED BY