A PERIOD OF TWO YEARS FROM THE DATE OF THIS
AGREEMENT (THE "TERM"); PROVIDED THAT THE TERM SHALL BE AUTOMATICALLY EXTENDED
FOR AN ADDITIONAL PERIODS OF ONE YEAR UNLESS CONSULTANT OR THE COMPANY GIVE THE
OTHER PARTY WRITTEN NOTICE OF TERMINATION AT LEAST NINETY (90) DAYS PRIOR TO THE
END OF THE TERM.
(B)
UPON THE DATE SET FORTH IN A WRITTEN NOTICE OF TERMINATION FROM
CONSULTANT TO THE COMPANY (WHICH DATE SHALL AT LEAST NINETY (90) DAYS AFTER THE
DELIVERY OF THAT NOTICE); PROVIDED, HOWEVER, THAT IN THE EVENT CONSULTANT
DELIVERS SUCH NOTICE TO THE COMPANY, THE COMPANY SHALL HAVE THE RIGHT TO
ACCELERATE SUCH TERMINATION BY WRITTEN NOTICE THEREOF TO CONSULTANT (AND SUCH
TERMINATION BY THE COMPANY SHALL BE DEEMED TO BE A TERMINATION OF ENGAGEMENT
PURSUANT TO THIS SECTION 4(B), AND NOT A TERMINATION PURSUANT TO SECTION 4(E) OR
4(F) HEREOF);
(C)
UPON THE DEATH OF GALLIERS-PRATT;
(D)
UPON DELIVERY TO CONSULTANT OF WRITTEN NOTICE OF TERMINATION BY
THE COMPANY IF GALLIERS-PRATT SHALL SUFFER A DISABILITY;
(E)
UPON DELIVERY TO CONSULTANT OF WRITTEN NOTICE OF TERMINATION BY
THE COMPANY FOR CAUSE; OR
(F)
UPON DELIVERY TO CONSULTANT OF WRITTEN NOTICE OF TERMINATION BY
THE COMPANY WITHOUT CAUSE.
It is understood that termination by the Company because Galliers-Pratt does not
personally perform the services required of Consultant shall be termination For
Cause.
4
5.
SEVERANCE COMPENSATION
(A)
IF CONSULTANT'S ENGAGEMENT IS TERMINATED PURSUANT TO
SECTION 4(F) (BY THE COMPANY WITHOUT CAUSE), THE COMPANY SHALL, FOR A PERIOD OF
TWO (2) YEARS COMMENCING ON THE DATE OF TERMINATION, CONTINUE TO (I) PAY TO
CONSULTANT CONSULTING FEES AT THE RATE IN EFFECT ON THE DATE OF TERMINATION, AND
(II) PAY FOR GALLIERS-PRATT'S PARTICIPATION IN GROUP MEDICAL, LIFE, DENTAL,
DISABILITY AND SIMILAR PLANS TO THE EXTENT PERMITTED BY THE PLAN(S).
(B)
IF CONSULTANT'S ENGAGEMENT IS TERMINATED FOR ANY REASON OTHER THAN
BY THE COMPANY WITHOUT CAUSE, THE COMPANY SHALL PAY TO CONSULTANT ANY UNPAID
CONSULTING FEES THROUGH THE DATE OF TERMINATION. ALL RIGHTS AND BENEFITS WHICH
GALLIERS-PRATT OR HIS ESTATE MAY HAVE UNDER THE COMPANY'S BENEFIT PLANS IN WHICH
GALLIERS-PRATT SHALL BE PARTICIPATING AT THE DATE OF TERMINATION OF ENGAGEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH PLANS.
(C)
IF CONSULTANT'S ENGAGEMENT IS TERMINATED BY THE COMPANY PURSUANT
TO SECTION 4(E) (BY THE COMPANY FOR CAUSE), AND SUBJECT TO APPLICABLE LAW AND
REGULATIONS, THE COMPANY SHALL BE ENTITLED TO OFFSET AGAINST ANY PAYMENTS DUE
CONSULTANT ANY LOSS OR DAMAGE WHICH THE COMPANY SHALL SUFFER AS A RESULT OF THE
ACTS OR OMISSIONS OF CONSULTANT OR GALLIERS-PRATT GIVING RISE TO TERMINATION
UNDER SECTION 4(E).
(D)
CONSULTANT ACKNOWLEDGES THAT THE COMPANY HAS THE RIGHT TO
TERMINATE CONSULTANT'S ENGAGEMENT WITHOUT CAUSE AND THAT SUCH TERMINATION SHALL
NOT BE A BREACH OF THIS AGREEMENT OR ANY OTHER EXPRESS OR IMPLIED AGREEMENT
BETWEEN THE COMPANY AND CONSULTANT. ACCORDINGLY, IN THE EVENT OF SUCH
TERMINATION, CONSULTANT SHALL BE ENTITLED ONLY TO THOSE BENEFITS SPECIFICALLY
PROVIDED IN THIS SECTION 5, AND SHALL NOT HAVE ANY OTHER RIGHTS