(4)
ANY OTHER TRANSACTION OR SERIES OF RELATED TRANSACTIONS OCCURRING
WHICH HAVE SUBSTANTIALLY THE SAME EFFECT AS THE TRANSACTIONS SPECIFIED IN ANY OF
THE PRECEDING CAUSES OF THIS SECTION.
6
Mr. Houlditch acknowledges and agrees that the transaction between TGI, on the
one hand, and General John T. Chain, Jr. and Edward P. Evans, on the other,
which consummated during 2002, does not constitute a Change of Control under
this Agreement, and further agrees that any increase in share ownership by
either General John T. Chain, Jr. or Edward P. Evans or the two of them
collectively will not constitute a Change of Control under this Agreement.
3.10
TERMINATION ON DEATH OR DISABILITY. THIS AGREEMENT SHALL BE
AUTOMATICALLY TERMINATED ON THE DEATH OF EMPLOYEE OR ON THE DISABILITY OF
EMPLOYEE IF HE IS NO LONGER ABLE, WITH REASONABLE ACCOMMODATION, TO PERFORM THE
ESSENTIAL FUNCTIONS OF HIS POSITION WITH TGI. IN THE EVENT OF EMPLOYEE'S
DISABILITY, THIS AGREEMENT SHALL NOT TERMINATE UNLESS AND UNTIL EMPLOYEE HAS
BEEN UNABLE TO PERFORM THE ESSENTIAL FUNCTIONS OF HIS POSITION HEREUNDER FOR A
PERIOD OF THREE (3) CONSECUTIVE MONTHS AS A RESULT OF EMPLOYEE'S DISABILITY.
3.11
TERMINATION BENEFITS. IN THE EVENT MR. HOULDITCH'S EMPLOYMENT
TERMINATES WITHOUT CAUSE, OR FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL, AS
DEFINED ABOVE, MR. HOULDITCH SHALL BE ENTITLED TO THE COMPENSATION DESCRIBED AND
PROVIDED IN SECTION 4 OF THIS AGREEMENT FOR SIX MONTHS FOLLOWING TERMINATION OF
EMPLOYMENT; PROVIDED, HOWEVER, THAT IN THE EVENT SUCH A TERMINATION OCCURS AFTER
JUNE 30, 2007, HOULDITCH SHALL ONLY BE ENTITLED TO SUCH COMPENSATION FOR THE
PERIOD OF TIME REMAINING UNTIL DECEMBER 31, 2007. ANY SUCH COMPENSATION SHALL
END AND NO FURTHER PAYMENTS SHALL BE OWED AFTER DECEMBER 31, 2007. MR. HOULDITCH
SHALL EXECUTE A GENERAL RELEASE AND SEPARATION AGREEMENT IN A FORM ACCEPTABLE TO
TGI OR ITS SUCCESSOR
7
PRIOR TO THE PAYMENT OF ANY SEVERANCE COMPENSATION UNDER THIS SECTION. IN THE
EVENT OF A TERMINATION FOR GOOD REASON OR WITHOUT CAUSE, MR. HOULDITCH AGREES
AND UNDERSTANDS THAT ALL OF HIS OBLIGATIONS AND AGREEMENTS UNDER SECTIONS 6 AND
7 BELOW SHALL CONTINUE IN FULL FORCE AND EFFECT IN THE MANNER AND ON THE TERMS
SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, MR. HOULDITCH'S OBLIGATIONS
CONCERNING CONFIDENTIAL INFORMATION, NON-COMPETITION AND NON-SOLICITATION, AND
MR. HOULDITCH'S AGREEMENT TO EXECUTE A GENERAL RELEASE AND SEPARATION AGREEMENT.
4.
COMPENSATION. EFFECTIVE JANUARY 1, 2006, THE "COMPENSATION"
PROVISIONS OF THE EMPLOYMENT AGREEMENT ARE HEREBY AMENDED TO READ AS FOLLOWS:
4.1
BASE SALARY. DURING CALENDAR YEAR 2006, EMPLOYEE SHALL BE PAID A
SALARY AT THE ANNUAL RATE OF $425,000 PAYABLE IN EQUAL MONTHLY INSTALLMENTS AT
THE END OF EACH MONTH. DURING CALENDAR YEAR 2007, EMPLOYEE SHALL BE PAID A
REDUCED SALARY AT THE ANNUAL RATE OF $212,500 PAYABLE IN EQUAL MONTHLY
INSTALLMENTS AT THE END OF EACH MONTH.
4.2
COMMISSIONS. DURING CALENDAR YEAR 2006, EMPLOYEE SHALL BE ENTITLED
TO RECEIVE COMMISSIONS ON REVENUE EARNED ON CONTRACTS WITH FEDERAL GOVERNMENT
AGENCIES EQUAL TO FIVE (5) PERCENT OF REVENUES EARNED AND FOR