CHANGE IN GEOGRAPHIC LOCATION AT
WHICH EXECUTIVE MUST PERFORM THE SERVICES; OR
(F)
ANY OTHER ACTION OR INACTION THAT
CONSTITUTES A MATERIAL BREACH OF THE TERMS OF AN APPLICABLE EMPLOYMENT AGREEMENT
INCLUDING, BUT NOT LIMITED TO EMPLOYER'S FAILURE TO OBTAIN A SATISFACTORY
AGREEMENT FROM ANY SUCCESSOR(S) TO ASSUME AND AGREE TO PERFORM EMPLOYER'S
OBLIGATIONS UNDER THIS AGREEMENT.
IN ORDER TO CONSTITUTE AN INVOLUNTARY TERMINATION UNDER THIS SECTION 4.5.2,
EXECUTIVE MUST ACTUALLY TERMINATE HIS EMPLOYMENT PURSUANT TO THIS SECTION 4.5.2
WITHIN SIX (6) MONTHS FOLLOWING THE DATE ON WHICH THE FACTS AND CIRCUMSTANCES
UNDERLYING THE FINDING OF GOOD REASON REASONABLY COULD HAVE BEEN KNOWN BY
EXECUTIVE.
4.6
VOLUNTARY TERMINATION.
EXECUTIVE SHALL GIVE
EMPLOYER NOT LESS THAN SIXTY (60) DAYS' PRIOR WRITTEN NOTICE OF HIS INTENTION
VOLUNTARILY TO TERMINATE HIS EMPLOYMENT BY EMPLOYER OTHER THAN FOR GOOD REASON.
IF EXECUTIVE TERMINATES HIS EMPLOYMENT ON HIS OWN INITIATIVE WITHOUT GOOD REASON
AND UNDER CIRCUMSTANCES OTHER THAN (I) A TERMINATION DUE TO DEATH, (II) A
TERMINATION DUE TO RETIREMENT, OR (III) AN EXPIRATION OF THE TERM DUE TO
NON-RENEWAL, THEN EXECUTIVE UPON SUCH TERMINATION ("VOLUNTARY TERMINATION"),
WILL ONLY BE ENTITLED TO RECEIVE THE FOLLOWING:
(A)
THE ACCRUED OBLIGATIONS, AND
(B)
THE ADDITIONAL BENEFITS, IN ACCORDANCE WITH
THE TERMS OF THE APPLICABLE PLAN, PROGRAM OR ARRANGEMENT.
4.7
TERMINATION DUE TO RETIREMENT.
DURING THE
TERM OF EMPLOYMENT, EXECUTIVE MAY, UPON REACHING SIXTY-TWO (62) YEARS OF AGE,
VOLUNTARILY TERMINATE HIS EMPLOYMENT HEREUNDER BY GIVING NOT LESS THAN SIXTY
(60) DAYS PRIOR WRITTEN NOTICE TO EMPLOYER ("RETIREMENT").
UPON EXPIRATION OF
SAID SIXTY (60) DAY NOTICE PERIOD ("RETIREMENT EFFECTIVE DATE"), EXECUTIVE WILL
ONLY BE ENTITLED TO RECEIVE THE FOLLOWING:
(A)
THE ACCRUED OBLIGATIONS,
(B)
THE ADDITIONAL BENEFITS, IN ACCORDANCE WITH
THE TERMS OF THE APPLICABLE PLAN, PROGRAM OR ARRANGEMENT,
11
(C)
ANY RIGHTS TO INDEMNIFICATION IN ACCORDANCE
WITH SECTION 6 OF THIS AGREEMENT,
(D)
TO CONTINUE, TOGETHER WITH HIS SPOUSE AND
ELIGIBLE DEPENDENTS, PARTICIPATION IN THE WELFARE BENEFITS DESCRIBED IN
SECTION 3.4 (COLLECTIVELY, THE "CONTINUING BENEFIT PLANS"); PROVIDED, HOWEVER,
THAT COVERAGE (WITH REGARD TO MEDICAL AND DENTAL BENEFITS FOR THE PERIOD AFTER
THE END OF THE EIGHTEEN (18) MONTH PERIOD FOLLOWING THE DATE OF TERMINATION)
SHALL, UNLESS SAME IS A NONTAXABLE BENEFIT EXCLUDIBLE FROM INCOME UNDER
SECTION 105 OF THE CODE, BE DEEMED TO BE MONTHLY, IN-KIND PAYMENTS OF THE
PREMIUMS AND WILL BE TAXABLE INCOME TO EXECUTIVE; AND PROVIDED, FURTHER, THAT
THE PARTICIPATION BY EXECUTIVE (AND, TO THE EXTENT APPLICABLE, EXECUTIVE'S
SPOUSE AND DEPENDENTS) IN ANY CONTINUING BENEFIT PLAN SHALL CEASE ON THE DATE,
IF ANY, ON WHICH EXECUTIVE BECOMES ELIGIBLE FOR COMPARABLE BENEFITS UNDER A
SIMILAR PLAN, POLICY
OR PROGRAM OF A SUBSEQUENT EMPLOYER ("END DATE").
EXECUTIVE'S PARTICIPATION IN THE CONTINUING BENEFIT PLANS WILL BE ON THE SAME
TERMS AND CONDITIONS THAT WOULD HAVE APPLIED HAD EXECUTIVE CONTINUED TO BE
EMPLOYED BY EMPLOYER THROUGH THE END DATE.
TO THE EXTENT ANY SUCH BENEFITS
CANNOT BE PROVIDED UNDER THE TERMS OF THE APPLICABLE PLAN, POLICY OR PROGRAM,
EMPLOYER SHALL PROVIDE (OR SHALL CAUSE TO BE PROVIDED) A