PROVIDED,
HOWEVER, THAT IF EXECUTIVE IS ABLE TO DEMONSTRATE THAT (I) HE WAS TERMINATED BY
THE LIN COMPANIES WITHOUT CAUSE IN ANTICIPATION OF A CHANGE IN CONTROL AND
(II) SUCH ANTICIPATED CHANGE IN CONTROL OCCURS, THEN EXECUTIVE WILL BE DEEMED
FOR PURPOSES OF THE OPTION GRANT, TO HAVE REMAINED EMPLOYED THROUGH THE
CONSUMMATION OF THE CHANGE IN CONTROL, AND THE VESTING OF THE OPTION GRANT SHALL
ACCELERATE AS DESCRIBED IN THE PRECEDING SENTENCE.
8.
TERMINATION. THIS AGREEMENT AND THE EMPLOYMENT OF EXECUTIVE
HEREUNDER MAY BE TERMINATED AS FOLLOWS:
3
(A)
BY THE LIN COMPANIES FOR "CAUSE."
SUBJECT TO SUCH OTHER TERMS OF THIS
AGREEMENT, THE LIN COMPANIES MAY TERMINATE THIS AGREEMENT AND THE EMPLOYMENT OF
EXECUTIVE HEREUNDER FOR "CAUSE" BY ACTION OF THE BOARD OF PARENT IF THE
EXECUTIVE:
(I)
HAS BEEN CONVICTED OF, OR ENTERED A PLEADING OF GUILTY OR NOLO
CONTENDRE (OR ITS EQUIVALENT IN THE APPLICABLE JURISDICTION) TO ANY CRIMINAL
OFFENSE (WHETHER OR NOT IN CONNECTION WITH THE PERFORMANCE BY EXECUTIVE OF HIS
OBLIGATIONS AND DUTIES UNDER THIS AGREEMENT), EXCLUDING OFFENSES UNDER ROAD
TRAFFIC LAWS, OR MISDEMEANOR OFFENSES, THAT ARE SUBJECT ONLY TO A FINE OR
NON-CUSTODIAL PENALTY;
(II)
HAS COMMITTED AN ACT OR OMISSION INVOLVING DISHONESTY OR FRAUD;
(III)
HAS WILLFULLY REFUSED OR WILLFULLY FAILED TO PERFORM HIS
OBLIGATIONS AND DUTIES UNDER THIS AGREEMENT OR THE DUTIES PROPERLY ASSIGNED TO
HIM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND EXECUTIVE
HAS THE PHYSICAL CAPACITY TO PERFORM SUCH OBLIGATIONS OR DUTIES; OR
(IV)
HAS ENGAGED IN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT
TO ANY OF THE LIN COMPANIES OR ANY OF THEIR AFFILIATES OR SUBSIDIARIES.
(B)
BY THE LIN COMPANIES "WITHOUT CAUSE."
THE LIN COMPANIES MAY TERMINATE THIS
AGREEMENT AND THE EMPLOYMENT OF EXECUTIVE HEREUNDER AT ANY TIME, IN PARENT'S
SOLE DISCRETION, FOR ANY REASON WHATSOEVER OR FOR NO REASON, WHICH TERMINATION
SHALL CONSTITUTE A TERMINATION "WITHOUT CAUSE."
(C)
BY EXECUTIVE FOR GOOD REASON. EXECUTIVE MAY TERMINATE THIS AGREEMENT AND
HIS EMPLOYMENT HEREUNDER IN THE EVENT OF ANY OF THE FOLLOWING (EACH OF WHICH
SHALL CONSTITUTE "GOOD REASON") AND THE LIN COMPANIES SHALL HAVE FAILED TO HAVE
REASONABLY REMEDIED SUCH CONDITION WITHIN THIRTY (30) DAYS FOLLOWING WRITTEN
NOTICE FROM EXECUTIVE SETTING FORTH IN REASONABLE DETAIL THE CONDITION GIVING
RISE TO SUCH GOOD REASON:
(I)
EITHER OF THE LIN COMPANIES FAILS TO PERFORM ITS RESPECTIVE
OBLIGATIONS OR BREACHES ANY OF ITS COVENANTS OR WARRANTIES UNDER THIS AGREEMENT;
(II)
THE RELOCATION OF EXECUTIVE'S PRIMARY OFFICE TO A LOCATION THAT
IS MORE THAN THIRTY-FIVE (35) MILES FROM BOTH OF (A) THE COMPANY'S HEADQUARTERS
IN RHODE ISLAND, UNLESS SUCH OFFICE IS MOVED CLOSER TO EXECUTIVE'S PRIMARY
RESIDENCE AT THE TIME OF SUCH RELOCATION, AND (B) EXECUTIVE'S RESIDENCE AT THE
TIME OF SUCH RELOCATION; OR
(III)
THE BOARD OF PARENT OR THE BOARD OF DIRECTORS OF THE COMPANY
APPROVES, WITHOUT EXECUTIVE'S CONSENT OR FOR REASONS OTHER THAN THOSE SET FORTH
IN SECTION 8(A), (A) A REDUCTION IN EXECUTIVE'S BASE SALARY OR THE PERFORMANCE
BONUS AMOUNT, OR (B)