TWO FULL CALENDAR YEARS
FOLLOWING THE DATE OF THE OFFICER'S SEPARATION FROM SERVICE, PAY OFFICER AN
AMOUNT EQUAL TO OFFICER'S TARGET ANNUAL BONUS FOR THE YEAR IN WHICH SUCH
TERMINATION OCCURS; AND
(V)
PAY OFFICER A PRO RATA BONUS FOR THE YEAR IN WHICH SUCH
TERMINATION OCCURS BASED ON EMPLOYER'S ACTUAL PERFORMANCE AS OF THE DATE OF
TERMINATION, SUCH BONUS TO BE PAID IN A SINGLE LUMP SUM NO LATER THAN THE
15TH DAY OF THE THIRD MONTH FOLLOWING THE END OF THE FISCAL YEAR IN WHICH THE
OFFICER'S SEPARATION FROM SERVICE OCCURS, PROVIDED, HOWEVER THAT NO SUCH PRO
RATA BONUS WILL BE PAID IF THE OFFICER'S TERMINATION OCCURS IN THE FIRST SIX
MONTHS OF SUCH FISCAL YEAR.
NO OTHER BENEFITS OR COMPENSATION WILL BE PAID OR PROVIDED TO OFFICER IF HE IS
TERMINATED PURSUANT TO THIS SECTION 6(B) UNLESS OTHERWISE PROVIDED FOR IN THE
TERMS OF THE APPLICABLE PLAN OR AGREEMENT.
(C)
TERMINATION BY OFFICER FOR GOOD REASON.
OFFICER MAY TERMINATE THIS AGREEMENT, AND HIS EMPLOYMENT WITH EMPLOYER, FOR
"GOOD REASON" UPON THE OCCURRENCE OF ANY OF THE FOLLOWING: (I) A CHANGE BY
EMPLOYER IN OFFICER'S TITLE, DUTIES AND RESPONSIBILITIES WHICH IS MATERIALLY
INCONSISTENT WITH OFFICER'S POSITION IN EMPLOYER, (II) A MATERIAL REDUCTION IN
OFFICER'S ANNUAL BASE SALARY OR ANNUAL BONUS OPPORTUNITY, PROVIDED THAT ANY
REDUCTION OF UP TO TEN PERCENT (10%) OF OFFICER'S SALARY OR BONUS OPPORTUNITY
(IN EFFECT ON JUNE 29, 2006) THAT IS PART OF A PLAN TO REDUCE COMPENSATION OF
COMPARABLY SITUATED EMPLOYEES OF EMPLOYER GENERALLY SHALL NOT BE CONSIDERED A
"MATERIAL REDUCTION IN OFFICER'S ANNUAL BASE SALARY OR ANNUAL BONUS OPPORTUNITY"
HEREUNDER, (III) A MATERIAL BREACH BY EMPLOYER OF THIS AGREEMENT, OR (IV) THE
RELOCATION OF THE
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OFFICER'S PRINCIPAL PLACE OF WORK FROM ITS CURRENT LOCATION TO A LOCATION THAT
IS BEYOND A 50-MILE RADIUS OF SUCH CURRENT LOCATION.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE FOREGOING, OFFICER SHALL ONLY HAVE "GOOD REASON" TO
TERMINATE EMPLOYMENT IF OFFICER GIVES NOTICE, IN WRITING, TO THE EMPLOYER OF THE
ACT OR OMISSION WHICH IS ALLEGED TO CONSTITUTE "GOOD REASON" WITHIN 90 DAYS OF
THE INITIAL OCCURRENCE THEREOF, AND EMPLOYER FAILS TO REMEDY SUCH ACT OR
OMISSION WITHIN THIRTY (30) DAYS FOLLOWING EMPLOYER'S RECEIPT OF WRITTEN NOTICE
FROM OFFICER SPECIFYING SUCH ACT OR OMISSION.
IF OFFICER TERMINATES THIS AGREEMENT FOR "GOOD REASON", EMPLOYER SHALL
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(I)
WITH RESPECT TO THE ACCRUED OBLIGATIONS, PAY ANY EARNED BUT
UNPAID BONUS TO THE OFFICER IN A SINGLE LUMP SUM NO LATER THAN THE 15TH DAY OF
THE THIRD MONTH FOLLOWING THE END OF THE FISCAL YEAR IN WHICH SUCH BONUS IS
EARNED, AND PAY ALL OTHER ACCRUED OBLIGATIONS TO THE OFFICER NO LATER THAN
90
DAYS FOLLOWING HIS SEPARATION FROM SERVICE FROM THE EMPLOYER;
(II)
CONTINUE TO PAY OFFICER THE BASE SALARY IN EFFECT AT THE TIME OF
HIS SEPARATION FROM SERVICE, IN ACCORDANCE WITH THE EMPLOYER'S CUSTOMARY PAYROLL
PRACTICES, FOR A PERIOD OF TWO YEARS.
SUCH PAYMENTS SHALL BEGIN ON THE PAYROLL
DATE NEXT FOLLOWING THE