AND THE COMPANY
WILL HAVE NO FURTHER OBLIGATIONS WHATSOEVER HEREUNDER TO COMPENSATE THE EMPLOYEE
PURSUANT TO THE TERMS OF THIS AGREEMENT OTHER THAN WITH RESPECT TO THE ACCRUED
BUT UNPAID BASE SALARY, ACCRUED PAID TIME OFF, AND ANY ACCRUED BENEFITS UNDER
THE COMPANY'S BENEFIT PLANS THROUGH THE DATE OF TERMINATION.
(IV)
THE TERM "AFFILIATED COMPANIES" MEANS ALL ENTITIES THAT DIRECTLY
OR INDIRECTLY CONTROL, OR ARE CONTROLLED BY, THE COMPANY, ALL ENTITIES THAT ARE
UNDER DIRECT OR INDIRECT COMMON CONTROL WITH THE COMPANY, AND ALL ENTITIES IN
WHICH THE COMPANY HAS A SIGNIFICANT JOINT VENTURE OR OTHER SIMILAR INTEREST.
(ANY ENTITY WHICH IS A MEMBER OF THE AFFILIATED COMPANIES IS REFERRED TO HEREIN
AS AN "AFFILIATED COMPANY".)
"CONTROL" AND "CONTROLLED" MEANS POSSESSION,
DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE
MANAGEMENT AND POLICIES OF A CORPORATION, PARTNERSHIP OR OTHER ENTITY, WHETHER
THROUGH OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.
(D)
FOR GOOD REASON OR WITHOUT CAUSE.
(I)
THIS AGREEMENT MAY BE TERMINATED PRIOR TO THE END OF THE TERM BY
THE EMPLOYEE FOR GOOD REASON (AS HEREINAFTER DEFINED) OR AT THE OPTION OF THE
COMPANY WITHOUT CAUSE, EFFECTIVE AS OF THE DATE ON WHICH THE EMPLOYEE GIVES
NOTICE TO THE COMPANY THAT HE IS TERMINATING HIS EMPLOYMENT PURSUANT TO THIS
SECTION 6(D) OR AS OF THE DATE ON WHICH THE COMPANY GIVES NOTICE TO THE EMPLOYEE
THAT IT IS TERMINATING HIS EMPLOYMENT PURSUANT TO THIS SECTION 6(D).
(II)
THE TERM "GOOD REASON" MEANS EITHER OF THE FOLLOWING TWO EVENTS:
(A)
THE COMPANY'S MATERIAL BREACH OF ANY PROVISION OF THE AGREEMENT
WHICH BREACH CONTINUES UNCURED FOR THIRTY-FIVE (35) DAYS AFTER WRITTEN NOTICE
THEREOF IS GIVEN TO THE COMPANY BY THE EMPLOYEE, OR
4
(B)
A MATERIAL RELOCATION OF THE EMPLOYEE'S PRINCIPAL PLACE OF
EMPLOYMENT ON THE EFFECTIVE DATE OF THIS AGREEMENT, PROVIDED THAT THE COMPANY
CHOOSES NOT TO RESCIND SUCH RELOCATION WITHIN THIRTY-FIVE (35) DAYS AFTER
WRITTEN NOTICE REQUESTING THAT IT BE RESCINDED IS GIVEN TO THE COMPANY BY THE
EMPLOYEE.
IN BOTH CASES (A) AND (B), THE NOTICE OF ALLEGED BREACH OR RELOCATION MUST BE
PROVIDED TO THE COMPANY WITHIN NINETY (90) DAYS OF THE INITIAL EXISTENCE OF SUCH
CONDITION AND THE EMPLOYEE SHALL ONLY HAVE THE RIGHT TO TERMINATE THE AGREEMENT
FOR GOOD REASON WITHIN SIX (6) MONTHS OF THE INITIAL EXISTENCE OF SUCH CONDITION
AND ONLY IF SUCH CONDITION IS NOT CURED OR RESCINDED, AS THE CASE MAY BE, PRIOR
TO SUCH TERMINATION.
(III)
UPON TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY BY
THE COMPANY WITHOUT CAUSE OR BY THE EMPLOYEE FOR GOOD REASON, THE EMPLOYEE WILL
BE ENTITLED TO RECEIVE FROM THE COMPANY (A) THE ACCRUED BENEFITS, (B) THE
PAYMENT OF TWELVE MONTHS BASE SALARY, AND (C) THE CONTINUATION OF HEALTH AND
WELFARE BENEFITS FOR TWELVE MONTHS (SUBJECT TO THE COMPANY'S PROVIDER CONTINUING
TO PROVIDE SUCH BENEFITS AT SIMILAR RATES AND SUCH CONTINUING HEALTH AND WELFARE
BENEFITS BEING TERMINATED IN THE EVENT COVERAGE IS PROVIDED TO THE EMPLOYEE BY