REASONABLE NOTICE TO THE EXECUTIVE AND AN
OPPORTUNITY FOR THE EXECUTIVE, TOGETHER WITH THE EXECUTIVE'S COUNSEL, TO BE
HEARD BEFORE THE BOARD) FINDING THAT, IN THE GOOD FAITH OPINION OF THE BOARD,
THE EXECUTIVE WAS GUILTY OF CONDUCT SET FORTH IN CLAUSE (I) OR (II) OF THE
DEFINITION OF CAUSE HEREIN, AND SPECIFYING THE PARTICULARS THEREOF IN DETAIL.
7.2
DATE OF TERMINATION. "DATE OF TERMINATION,"
WITH RESPECT TO ANY PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT AFTER A
CHANGE IN CONTROL AND DURING THE TERM OF THIS AGREEMENT, SHALL MEAN (I) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER
NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT THE EXECUTIVE SHALL NOT HAVE
RETURNED TO THE FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES DURING SUCH
THIRTY (30) DAY PERIOD), AND (II) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION (WHICH, IN
THE CASE OF A TERMINATION BY THE COMPANY, SHALL NOT BE LESS THAN THIRTY (30)
DAYS (EXCEPT IN THE CASE OF A TERMINATION FOR CAUSE) AND, IN THE CASE OF A
TERMINATION BY THE EXECUTIVE, SHALL NOT BE LESS THAN FIFTEEN (15) DAYS NOR MORE
THAN SIXTY (60) DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE OF TERMINATION IS
GIVEN).
7.3
DISPUTE CONCERNING TERMINATION. IF PRIOR TO
THE DATE OF TERMINATION (AS DETERMINED WITHOUT REGARD TO THIS SECTION 7.3), THE
PARTY RECEIVING A NOTICE OF TERMINATION NOTIFIES THE OTHER PARTY THAT A DISPUTE
EXISTS CONCERNING THE TERMINATION, THE DATE OF TERMINATION SHALL BE THE DATE ON
WHICH THE DISPUTE IS FINALLY RESOLVED, EITHER BY MUTUAL WRITTEN AGREEMENT OF THE
PARTIES OR BY A FINAL JUDGMENT, ORDER OR DECREE (WHICH IS NOT APPEALABLE OR WITH
RESPECT TO WHICH THE TIME FOR APPEAL THEREFROM HAS EXPIRED AND NO APPEAL HAS
BEEN PERFECTED) OF A COURT OF COMPETENT JURISDICTION; PROVIDED, HOWEVER, THAT
THE DATE OF TERMINATION SHALL BE EXTENDED BY A NOTICE OF DISPUTE ONLY IF SUCH
NOTICE IS GIVEN IN GOOD FAITH AND THE PARTY GIVING SUCH NOTICE PURSUES THE
RESOLUTION OF SUCH DISPUTE WITH REASONABLE DILIGENCE.
7.4
COMPENSATION DURING DISPUTE. IF A PURPORTED
TERMINATION OCCURS FOLLOWING A CHANGE IN CONTROL AND DURING THE TERM OF THIS
AGREEMENT, AND SUCH TERMINATION IS DISPUTED IN ACCORDANCE WITH SECTION 7.3
HEREOF, THE COMPANY SHALL CONTINUE TO PAY THE EXECUTIVE THE FULL COMPENSATION IN
EFFECT WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS GIVEN (INCLUDING, BUT NOT
LIMITED TO, SALARY) AND CONTINUE THE EXECUTIVE AS A PARTICIPANT IN ALL
COMPENSATION, BENEFIT AND INSURANCE PLANS IN WHICH THE EXECUTIVE WAS
PARTICIPATING WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS GIVEN, UNTIL THE
DISPUTE IS FINALLY RESOLVED IN ACCORDANCE WITH SECTION 7.3 HEREOF. AMOUNTS PAID
UNDER THIS SECTION 7.4 ARE IN ADDITION TO ALL OTHER AMOUNTS DUE UNDER THIS
6
AGREEMENT (OTHER THAN THOSE DUE UNDER SECTION 5.2 HEREOF) AND SHALL NOT BE
OFFSET AGAINST OR REDUCE ANY OTHER AMOUNTS DUE UNDER THIS AGREEMENT.
8.
NO MITIGATION. THE COMPANY AGREES THAT,
IF THE EXECUTIVE'S