AND AS A MEMBER OF THE BOARD, OR
THE REMOVAL BY CORPORATION OR THE BOARD OF OFFICER FROM ANY SUCH POSITION, OR
ANY OTHER ACTION BY CORPORATION THAT RESULTS IN A MATERIAL DIMINUTION IN
OFFICER'S POSITION, AUTHORITY, DUTIES OR RESPONSIBILITIES AS CHIEF EXECUTIVE
OFFICER AND PRESIDENT OF CORPORATION;
(B)
A CHANGE IN THE REPORTING STRUCTURE SUCH THAT OFFICER REPORTS TO
SOMEONE OTHER THAN THE BOARD;
(C)
CORPORATION'S REDUCTION OF OFFICER'S RATE OF BASE SALARY OR TARGET
BONUS AS IN EFFECT ON THE EFFECTIVE DATE OR AS THE SAME MAY BE INCREASED FROM
TIME TO TIME;
(D)
THE RELOCATION OF CORPORATION'S OFFICES AT WHICH OFFICER IS
PRINCIPALLY EMPLOYED AS OF THE EFFECTIVE DATE ("OFFICER'S PRINCIPAL LOCATION")
TO A LOCATION MORE THAN THIRTY (30) MILES FROM SUCH LOCATION, OR CORPORATION'S
REQUIRING OFFICER TO BE BASED ANYWHERE OTHER THAN OFFICER'S PRINCIPAL LOCATION,
EXCEPT FOR REQUIRED TRAVEL ON CORPORATION'S BUSINESS TO AN EXTENT SUBSTANTIALLY
CONSISTENT WITH OFFICER'S BUSINESS TRAVEL OBLIGATIONS PRIOR TO THE EFFECTIVE
DATE;
(E)
CORPORATION'S FAILURE TO PAY TO OFFICER ANY PORTION OF OFFICER'S
CURRENT COMPENSATION OR TO PAY TO OFFICER ANY PORTION OF AN INSTALLMENT OF
DEFERRED COMPENSATION DUE UNDER ANY DEFERRED COMPENSATION PROGRAM OF
CORPORATION, INCLUDING ANY DEFERRED PERFORMANCE AWARD, WITHIN SEVEN (7) DAYS OF
THE DATE SUCH COMPENSATION IS DUE;
(F)
A MATERIAL REDUCTION IN OFFICER'S LEVEL OF PARTICIPATION IN ANY OF
CORPORATION'S SHORT AND/OR LONG-TERM INCENTIVE COMPENSATION PLANS, EMPLOYEE
BENEFIT OR RETIREMENT PLANS, OR POLICIES, PRACTICES OR ARRANGEMENTS IN WHICH
OFFICER PARTICIPATED IN DURING THE EMPLOYMENT PERIOD; PROVIDED, HOWEVER, EXCEPT
AS SET FORTH IN CLAUSE (C) ABOVE, THAT REDUCTIONS IN THE LEVELS OF PARTICIPATION
IN ANY SUCH PLAN, POLICY, PRACTICE OR ARRANGEMENT SHALL NOT BE DEEMED TO BE
"GOOD REASON" IF OFFICER'S REDUCED LEVEL OF PARTICIPATION IN EACH SUCH PLAN,
POLICY, PRACTICE OR ARRANGEMENT REMAINS SUBSTANTIALLY CONSISTENT (BOTH IN TERMS
OF THE AMOUNT OF BENEFITS PROVIDED AND THE LEVEL OF OFFICER'S PARTICIPATION
RELATIVE TO OTHER PARTICIPANTS AS EXISTED PRIOR TO THE REDUCTION) WITH THE LEVEL
OF PARTICIPATION OF CORPORATION'S OTHER SENIOR EXECUTIVE OFFICERS IN EACH SUCH
PLAN, POLICY, PRACTICE OR ARRANGEMENT;
(G)
CORPORATION'S FAILURE TO OBTAIN THE ASSUMPTION IN WRITING OF ITS
OBLIGATION TO PERFORM THIS AGREEMENT BY ANY SUCCESSOR TO ALL OR SUBSTANTIALLY
ALL OF THE BUSINESS ASSETS OF CORPORATION WITHIN 15 DAYS AFTER A MERGER,
CONSOLIDATION, SALE OR SIMILAR TRANSACTION (WITHOUT REGARD TO WHETHER OR NOT
OFFICER CONSENTED TO SUCH TRANSACTION); OR
(H)
ANY PURPORTED TERMINATION OF OFFICER'S EMPLOYMENT THAT IS NOT
EFFECTED PURSUANT TO A NOTICE OF TERMINATION SATISFYING THE REQUIREMENTS OF
SECTION 2(A)(VIII) HEREOF (AND, IF APPLICABLE, THE REQUIREMENTS OF
SECTION 2(A)(I) HEREOF), WHICH PURPORTED TERMINATION SHALL NOT BE EFFECTIVE FOR
PURPOSES OF THIS AGREEMENT.
Officer's right to terminate Officer's employment pursuant to this
Section 2(a)(iii) shall not be affected by Officer's incapacity due to physical
or mental illness.
Officer's continued employment shall not constitute consent
to, or a waiver of rights with respect to, any
3
circumstance constituting Good Reason hereunder.
After a Change in Control, any
good faith determination by Officer