AT WHICH
THE EXECUTIVE IS PRIMARILY BASED FROM THE OFFICE OR LOCATION PROVIDED IN SECTION
4(A)(I)(B) HEREOF, OR THE COMPANY'S REQUIRING THE EXECUTIVE TO TRAVEL ON COMPANY
BUSINESS TO A SUBSTANTIALLY GREATER EXTENT THAN REQUIRED IMMEDIATELY PRIOR TO
THE EFFECTIVE DATE;
(IV)
ANY PURPORTED TERMINATION BY THE COMPANY OF THE EXECUTIVE'S
EMPLOYMENT OTHERWISE THAN AS EXPRESSLY PERMITTED BY THIS AGREEMENT; OR
(V)
ANY FAILURE BY THE COMPANY TO COMPLY WITH AND SATISFY SECTION 11(C)
OF THIS AGREEMENT.
For purposes of this Section 5(c), any good faith determination of Good Reason
made by the Executive shall be conclusive.
The Executive's mental or physical
incapacity following the occurrence of an event described above in clauses (i)
through (v) shall not affect the Executive's ability to terminate employment for
Good Reason.
(D)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY FOR CAUSE, OR
BY THE EXECUTIVE FOR GOOD REASON, SHALL BE COMMUNICATED BY A NOTICE OF
TERMINATION TO THE OTHER PARTY HERETO GIVEN IN ACCORDANCE WITH SECTION 12(B) OF
THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" MEANS
A WRITTEN NOTICE THAT (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 (WHICH DATE SHALL BE NOT MORE THAN THIRTY
DAYS AFTER THE GIVING OF SUCH NOTICE).
THE FAILURE BY THE EXECUTIVE OR THE
COMPANY TO SET FORTH IN THE NOTICE OF TERMINATION ANY FACT OR CIRCUMSTANCE THAT
7
contributes to a showing of 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 respective rights hereunder.
(E)
DATE OF TERMINATION.
"DATE OF TERMINATION" MEANS (I) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE, OR BY THE
EXECUTIVE FOR GOOD REASON, THE DATE OF RECEIPT OF THE NOTICE OF TERMINATION OR
ANY LATER DATE SPECIFIED THEREIN, AS THE CASE MAY BE, (II) IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE COMPANY OTHER THAN FOR CAUSE OR DISABILITY, THE
DATE OF TERMINATION SHALL BE THE DATE ON WHICH THE COMPANY NOTIFIES THE
EXECUTIVE OF SUCH TERMINATION, (III) IF THE EXECUTIVE RESIGNS WITHOUT GOOD
REASON, THE DATE ON WHICH THE EXECUTIVE NOTIFIES THE COMPANY OF SUCH
TERMINATION, AND (IV) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON OF
DEATH OR DISABILITY, THE DATE OF TERMINATION SHALL BE THE DATE OF DEATH OF THE
EXECUTIVE OR THE DISABILITY EFFECTIVE DATE, AS THE CASE MAY BE.
NOTWITHSTANDING
THE FOREGOING, IN NO EVENT SHALL THE DATE OF TERMINATION OCCUR UNTIL THE
EXECUTIVE EXPERIENCES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF SECTION
409A OF THE CODE, AND THE