CHANGE IN CONTROL WITHOUT A COUNTER-BALANCING INCREASE IN ANOTHER
ELEMENT OF YOUR WELFARE BENEFITS OR TOTAL COMPENSATION;
(II)
A MATERIAL REDUCTION IN YOUR TITLE, DUTIES AND
RESPONSIBILITIES WITH THE COMPANY AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE
IN CONTROL OR THE ASSIGNMENT OF DUTIES WHAT ARE MATERIALLY INCONSISTENT WITH THE
DUTIES OR WHICH MATERIALLY IMPAIR YOUR ABILITY TO FUNCTION IN YOUR POSITION;
(III)
THE COMPANY REQUIRING YOU TO BE BASED MORE THAN 35 MILES FROM
WHERE YOUR OFFICE IS LOCATED IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL, EXCEPT
FOR REQUIRED TRAVEL ON THE COMPANY'S BUSINESS, AND THEN ONLY TO THE EXTENT
SUBSTANTIALLY CONSISTENT WITH YOUR BUSINESS TRAVEL OBLIGATIONS ON BEHALF OF THE
COMPANY DURING THE 90-DAY PERIOD ENDING ON THE DATE OF THE CHANGE IN CONTROL
(WITHOUT REGARD TO TRAVEL RELATED TO OR IN ANTICIPATION OF THE CHANGE IN
CONTROL); OR
(IV)
THE FAILURE BY THE COMPANY TO OBTAIN, AS SPECIFIED IN SECTION 5
HEREOF, AN ASSUMPTION OF THE OBLIGATIONS OF THE COMPANY TO PERFORM THIS
AGREEMENT BY ANY SUCCESSOR TO THE COMPANY.
3
You may not terminate employment for Good Reason unless you have provided
written notice to the Board of the existence of the event constituting Good
Reason within 90 days of the initial existence of the event, the Company has not
remedied the condition within 30 days after such notice is received, and you
terminate your employment within 60 days after the end of the period of cure, if
any.
Your Disability following the occurrence of an event described above in this
Section 1(h) shall not affect your ability to terminate employment for Good
Reason and your death following delivery of a Notice of Termination for Good
Reason shall not affect your estate's entitlement to payments and benefits
provided hereunder upon a termination of employment for Good Reason.
Notwithstanding the foregoing, none of the foregoing events shall be considered
"Good Reason" if it occurs in connection with your death or disability.
(I)
"NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE GIVEN ON OR
AFTER THE DATE OF A CHANGE IN CONTROL THAT INDICATES THE SPECIFIC TERMINATION
PROVISION IN THIS AGREEMENT PURSUANT TO WHICH THE NOTICE IS GIVEN.
(J)
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION, PARTNERSHIP,
GROUP, ASSOCIATION, OTHER THAN THE COMPANY, ANY AFFILIATE OF THE COMPANY OR ANY
BENEFIT PLAN(S) SPONSORED BY THE COMPANY.
(K)
"SUCCESSOR" MEANS ANY PERSON THAT SUCCEEDS TO, OR HAS THE
PRACTICAL ABILITY TO CONTROL (EITHER IMMEDIATELY OR SOLELY WITH THE PASSAGE OF
TIME), THE COMPANY'S BUSINESS DIRECTLY OR INDIRECTLY, AS THE RESULT OF A CHANGE
IN CONTROL OF THE COMPANY OR OTHERWISE.
2.
TERM OF AGREEMENT.
THE TERM OF THIS AGREEMENT SHALL BE THE
PERIOD ("TERM") BEGINNING ON THE EFFECTIVE DATE HEREOF AND TERMINATING ON
DECEMBER 31, 2022 UNLESS EXTENDED AS PROVIDED HEREIN. THE TERM OF THIS AGREEMENT
SHALL EXTEND FOR AN ADDITIONAL TWO YEAR PERIOD (TERMINATING ON DECEMBER 31,
2024) IF BETWEEN THE 180TH AND 90TH DAY BEFORE THE END OF THE TERM, THE BOARD OF
THE COMPANY AFFIRMATIVELY APPROVES SUCH