SPECIFICALLY ACKNOWLEDGED THAT THE EXECUTIVE'S FAILURE TO
CONTINUE AS CHIEF EXECUTIVE OFFICER OF THE COMPANY AND TO SERVE ON THE BOARD OF
DIRECTORS OF THE COMPANY (AND ANY PARENT COMPANY DIRECTLY OR INDIRECTLY OWNING
OR CONTROLLING 50% OR MORE OF THE SECURITIES OF THE COMPANY AFTER THE CHANGE OF
CONTROL) SHALL CONSTITUTE "GOOD REASON;" (III) A REDUCTION IN THE EXECUTIVE'S
BASE SALARY OTHER THAN ONE TEMPORARY REDUCTION OF NOT MORE THAN 120 DAYS AND NOT
IN EXCESS OF 20% OF THE EXECUTIVE'S BASE SALARY IN CONNECTION WITH AND IN
4
PROPORTION TO A GENERAL REDUCTION OF THE BASE SALARIES OF THE COMPANY'S
EXECUTIVE OFFICERS; (IV) FAILURE OF THE COMPANY TO PROVIDE THE EXECUTIVE THE
SALARY OR BENEFITS IN ACCORDANCE WITH SECTION 2 HEREOF AFTER THIRTY (30) DAYS'
NOTICE DURING WHICH THE COMPANY DOES NOT CURE SUCH FAILURE; OR (V) RELOCATION OF
THE EXECUTIVE'S OFFICE MORE THAN THIRTY-FIVE (35) MILES FROM THE LOCATION OF THE
COMPANY'S PRINCIPAL OFFICES AS OF JANUARY 1, 2008.
(D)
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT WITH THE COMPANY OTHER
THAN FOR GOOD REASON AT ANY TIME UPON ONE MONTH'S NOTICE TO THE COMPANY.
(E)
THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE IN THE EVENT OF THE
EXECUTIVE'S DEATH DURING EMPLOYMENT.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S
EMPLOYMENT, UPON NOTICE TO THE EXECUTIVE, IN THE EVENT THE EXECUTIVE BECOMES
DISABLED DURING EMPLOYMENT AND, AS A RESULT, IS UNABLE TO CONTINUE TO PERFORM
SUBSTANTIALLY ALL OF HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT FOR
ONE-HUNDRED AND TWENTY (120) DAYS DURING ANY PERIOD OF THREE HUNDRED AND
SIXTY-FIVE (365) CONSECUTIVE CALENDAR DAYS.
IF ANY QUESTION SHALL ARISE AS TO
WHETHER THE EXECUTIVE IS DISABLED TO THE EXTENT THAT THE EXECUTIVE IS UNABLE TO
PERFORM SUBSTANTIALLY ALL OF HIS DUTIES AND RESPONSIBILITIES FOR THE COMPANY AND
ITS AFFILIATES, THE EXECUTIVE SHALL, AT THE COMPANY'S REQUEST AND EXPENSE,
SUBMIT TO A MEDICAL EXAMINATION BY A PHYSICIAN SELECTED BY THE COMPANY TO WHOM
THE EXECUTIVE OR THE EXECUTIVE'S GUARDIAN, IF ANY, HAS NO REASONABLE OBJECTION
TO DETERMINE WHETHER THE EXECUTIVE IS SO DISABLED AND SUCH DETERMINATION SHALL
FOR THE PURPOSES OF THIS AGREEMENT BE CONCLUSIVE OF THE ISSUE.
IF SUCH A
QUESTION ARISES AND THE EXECUTIVE FAILS TO SUBMIT TO THE REQUESTED MEDICAL
EXAMINATION, THE COMPANY'S DETERMINATION OF THE ISSUE SHALL BE BINDING ON THE
EXECUTIVE.
5.
SEVERANCE PAYMENTS AND OTHER MATTERS RELATED TO TERMINATION.
(A)
TERMINATION PURSUANT TO SECTION 4(B), 4(C), OR 4(E).
EXCEPT AS
PROVIDED IN SECTION 5(C) BELOW,
(I) IN THE EVENT OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY
OTHER THAN FOR CAUSE PURSUANT TO SECTION 4(B) OF THIS AGREEMENT OR IN THE EVENT
OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE EXECUTIVE FOR GOOD REASON
PURSUANT TO SECTION 4(C) OF THIS AGREEMENT, (A) ALL UNVESTED OPTIONS AND
RESTRICTED STOCK WHICH, BY THEIR TERMS, VEST ONLY BASED ON THE PASSAGE OF TIME
(DISREGARDING ANY ACCELERATION OF THE VESTING OF SUCH OPTIONS BASED ON
INDIVIDUAL OR COMPANY PERFORMANCE) AND UNVESTED RESTRICTED SHARES SHALL VEST AS
OF THE DATE OF