TERMINATED BY THE EXECUTIVE AT ANY TIME FOR
THE FOLLOWING REASONS:
(1)
THE EXECUTIVE'S RESIGNATION OR RETIREMENT FROM EMPLOYMENT WITH THE
COMPANY (THIS CLAUSE SHALL NOT BE CONSTRUED AS AN AGREEMENT TO EMPLOY THE
EXECUTIVE FOR A DEFINED TERM), EXCEPT FOR THE REASONS SPECIFIED IN SUBPARAGRAPH
(2) BELOW, UPON THIRTY (30) DAYS ADVANCE WRITTEN NOTICE TO THE COMPANY; OR
(2)
BY THE EXECUTIVE FOR "GOOD REASON," DEFINED AS INCLUDING ONLY
CONSTRUCTIVE TERMINATION, A MATERIAL REDUCTION IN BASE SALARY, A MATERIAL
REDUCTION IN OPPORTUNITY FOR INCENTIVE COMPENSATION, A MATERIAL REDUCTION IN
RESPONSIBILITY (INCLUDING ANY INVOLUNTARY LOSS OF THE POSITION OF PRESIDENT AND
CHIEF EXECUTIVE OFFICER), THE BREACH BY THE COMPANY OF THE PROVISIONS OF
SUBSECTION 11(B), OR IF THE EXECUTIVE IS NO LONGER A MEMBER OF THE BOARD, BY
WRITTEN NOTICE FROM THE EXECUTIVE.
14.
SEVERANCE.
IN THE FIRST YEAR OF THIS AGREEMENT, IN THE EVENT THAT
THE EXECUTIVE IS TERMINATED PURSUANT TO SUBSECTION 13(A)(3) OR (B)(2) THE
COMPANY SHALL PAY THE EXECUTIVE, IN FULL SATISFACTION, RELEASE AND DISCHARGE OF
ANY CLAIM THE EXECUTIVE MAY HAVE RELATING TO HIS EMPLOYMENT AND
5
THE TERMINATION THEREOF, INCLUDING BUT NOT LIMITED TO ANY AND ALL CLAIMS FOR
TERMINATION PAY, SEVERANCE PAY (IF APPLICABLE), ANY AND ALL CLAIMS UNDER THE
AMERICANS WITH DISABILITIES ACT, TITLE VII OF THE CIVIL RIGHTS ACT, THE FAIR
LABOR STANDARDS ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE AGE
DISCRIMINATION IN EMPLOYMENT LAW, THE FAMILY MEDICAL LEAVE ACT AND ANY OTHER
APPLICABLE LEGISLATION OR COMMON LAW, (A) AN AMOUNT EQUAL TO TWELVE (12) MONTHS
OF HIS THEN CURRENT SALARY PLUS (B) THE GUARANTEED PORTION OF THE EXECUTIVE'S
BONUS, AND (C) A CONTINUATION OF THE SUPPLEMENTAL BENEFITS FOR TWELVE (12)
MONTHS AFTER THE EFFECTIVE DATE OF TERMINATION. THESE BENEFITS SHALL BE PROVIDED
AT THE SAME COST TO THE EXECUTIVE (IF ANY), AND AT THE SAME COVERAGE LEVEL, AS
IN EFFECT AS OF THE EXECUTIVE'S EFFECTIVE DATE OF TERMINATION. HOWEVER, IN THE
EVENT THE PREMIUM COST AND/OR LEVEL OF COVERAGE SHALL CHANGE FOR ALL MANAGEMENT
EMPLOYEES WITH RESPECT TO SUPPLEMENTAL BENEFITS, THE COST AND/OR COVERAGE LEVEL,
LIKEWISE, SHALL CHANGE FOR THE EXECUTIVE IN A CORRESPONDING MANNER.
THE AMOUNT
OF THE SEVERANCE ALLOWANCE PROVIDED FOR IN SUBSECTIONS (A) AND (B) OF THIS
SECTION 14 SHALL BE PAID OUT IN EQUAL INSTALLMENTS OVER THE SEVERANCE PERIOD.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE EVENT THE
EXECUTIVE ELECTS TO RECEIVE (PURSUANT TO THE OPERATION OF SECTION 10)
TWENTY-FOUR (24) MONTHS OF HIS THEN CURRENT SALARY FOLLOWING A CHANGE IN CONTROL
EVENT AND THE EXECUTIVE'S VOLUNTARY OR INVOLUNTARY TERMINATION, THEN EXECUTIVE
SHALL NOT BE ENTITLED TO ANY PAYMENT OF SEVERANCE PURSUANT TO THIS SECTION 14.
IN THE EVENT A CHANGE IN CONTROL OCCURS AND THE EXECUTIVE IS NOT ENTITLED TO
TWENTY-FOUR (24) MONTHS OF HIS THEN CURRENT SALARY PURSUANT TO SECTION 10, THEN
THE EXECUTIVE SHALL CONTINUE TO BE ENTITLED TO RECEIVE SEVERANCE PAYMENTS PER
THIS SECTION 14.
After the first year of this Agreement, in the event that the Executive is