FROM ONE
PARTY HERETO TO THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 9 HEREOF.
FOR
PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH
SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON
AND SHALL SET 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.
FURTHER, A NOTICE OF TERMINATION FOR CAUSE IS REQUIRED
TO INCLUDE A COPY OF A RESOLUTION DULY ADOPTED BY THE AFFIRMATIVE VOTE OF NOT
LESS THAN THREE-QUARTERS (3/4) OF THE COMMITTEE AT A MEETING OF THE COMMITTEE
WHICH WAS CALLED AND HELD FOR THE PURPOSE OF CONSIDERING SUCH TERMINATION (AFTER
REASONABLE NOTICE TO THE EXECUTIVE AND AN OPPORTUNITY FOR THE EXECUTIVE,
TOGETHER WITH THE EXECUTIVE'S COUNSEL, TO BE HEARD BEFORE THE COMMITTEE) FINDING
ON CLEAR AND CONVINCING EVIDENCE AND THE GOOD FAITH OPINION OF THE COMMITTEE,
THE EXECUTIVE'S EMPLOYMENT WAS TERMINATED FOR CAUSE, AND SPECIFYING THE
PARTICULARS THEREOF IN DETAIL.
6.2
DATE OF TERMINATION.
"DATE OF TERMINATION," WITH RESPECT TO ANY
PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT AFTER A CHANGE IN CONTROL
AND DURING THE TERM, SHALL MEAN (I) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
FOR DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED
THAT THE EXECUTIVE SHALL NOT HAVE RETURNED TO THE FULL-TIME PERFORMANCE OF THE
EXECUTIVE'S DUTIES DURING SUCH THIRTY (30) DAY PERIOD), AND (II) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN
THE NOTICE OF TERMINATION (WHICH, IN THE CASE OF A TERMINATION FOR CAUSE AND, IN
THE CASE OF A TERMINATION BY THE EXECUTIVE, SHALL NOT BE LESS THAN FIFTEEN (15)
DAYS NOR MORE THAN SIXTY (60) DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE OF
TERMINATION IS GIVEN).
6.3
DISPUTE CONCERNING TERMINATION.
IF WITHIN FIFTEEN (15) DAYS AFTER
ANY NOTICE OF TERMINATION IS GIVEN FOLLOWING A CHANGE IN CONTROL, OR, IF LATER,
PRIOR TO THE DATE OF TERMINATION (AS DETERMINED WITHOUT REGARD TO THIS SECTION
6.3), THE PARTY RECEIVING SUCH NOTICE OF TERMINATION NOTIFIES THE OTHER PARTY
THAT A DISPUTE EXISTS CONCERNING THE TERMINATION, THE DATE OF TERMINATION SHALL
BE EXTENDED UNTIL THE EARLIER OF (I) THE DATE ON WHICH THE TERM ENDS OR
7
(II) THE DATE ON WHICH THE DISPUTE IS FINALLY RESOLVED, EITHER BY MUTUAL WRITTEN
AGREEMENT OF THE PARTIES OR BY A FINAL JUDGMENT, ORDER OR DECREE OF AN
ARBITRATOR OR A COURT OF COMPETENT JURISDICTION (WHICH IS NOT APPEALABLE OR WITH
RESPECT TO WHICH THE TIME FOR APPEAL THEREFROM HAS EXPIRED AND NO APPEAL HAS
BEEN PERFECTED); PROVIDED, HOWEVER, THAT THE DATE OF TERMINATION SHALL BE
EXTENDED BY A NOTICE OF DISPUTE ONLY IF SUCH NOTICE IS GIVEN IN GOOD FAITH AND
THE PARTY GIVING NOTICE PURSUES THE RESOLUTION OF SUCH DISPUTE WITH REASONABLE
DILIGENCE.
6.4
COMPENSATION DURING DISPUTE.
IF A PURPORTED TERMINATION OCCURS
FOLLOWING A CHANGE IN CONTROL AND DURING THE TERM AND THE DATE OF TERMINATION IS
EXTENDED IN ACCORDANCE WITH SECTION