BE ENTITLED TO RECEIVE THE SEVERANCE PAYMENTS AND
BENEFITS SET FORTH IN ARTICLE IV BELOW; PROVIDED, HOWEVER, THAT NO SEVERANCE
PAYMENTS SHALL BE MADE, OR CONTINUING BENEFITS PROVIDED, UNDER THIS AGREEMENT,
IF ANY OF THE FOLLOWING APPLY:
(A)
THE EXECUTIVE VOLUNTARILY RESIGNS OR
RETIRES FROM EMPLOYMENT OTHER THAN TIMELY RESIGNATION FOR GOOD REASON;
(B)
THE EXECUTIVE IS TERMINATED FOR CAUSE;
(C)
THE EXECUTIVE'S EMPLOYMENT TERMINATES AS A
RESULT OF DEATH OR DISABILITY; OR
(D)
THE EXECUTIVE DECLINES TO SIGN AND RETURN
THE RELEASE AGREEMENT SET FORTH IN EXHIBIT A HERETO, OR REVOKES SUCH RELEASE
AGREEMENT WITHIN THE TIME PROVIDED THEREIN.
3.2.
NOTICE OF TERMINATION.
AFTER A CHANGE IN
CONTROL OR POTENTIAL CHANGE IN CONTROL, ANY PURPORTED TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH) SHALL BE COMMUNICATED BY
WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO THE OTHER PARTY IN
ACCORDANCE WITH SECTION 7.4.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A WRITTEN NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN
REASONABLE DETAIL ANY FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED.
THE
"DATE OF TERMINATION," WITH RESPECT TO ANY PURPORTED TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT SHALL MEAN THE DATE SPECIFIED IN THE
NOTICE OF TERMINATION FOR TERMINATION (WHICH, IN THE CASE OF A TERMINATION BY
THE COMPANY OTHER THAN FOR CAUSE, SHALL NOT BE LESS THAN 30 DAYS AND, IN THE
CASE OF A TERMINATION BY THE EXECUTIVE, SHALL NOT BE LESS THAN 30 DAYS NOR MORE
THAN 60 DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE OF TERMINATION IS GIVEN).
3.3.
EXCLUSIVE SOURCE OF SEVERANCE COMPENSATION AND
BENEFITS.
IF THE EXECUTIVE BECOMES ENTITLED TO SEVERANCE COMPENSATION AND
BENEFITS UNDER THIS AGREEMENT, HE OR SHE SHALL NOT BE ENTITLED TO RECEIVE ANY
SEVERANCE COMPENSATION OR BENEFITS UNDER ANY OTHER EMPLOYMENT
AGREEMENT TO WHICH THE COMPANY IS A PARTY, OR UNDER ANY SEVERANCE PROGRAM OR
POLICY OF THE COMPANY.
3.4.
OTHER TERMINATIONS.
THIS AGREEMENT DOES NOT
APPLY TO TERMINATIONS OF EMPLOYMENT THAT OCCUR PRIOR TO A CHANGE IN CONTROL OR
AFTER THE EXPIRATION OF 24 MONTHS AFTER A CHANGE IN CONTROL AND ALSO OUTSIDE OF
A POTENTIAL CHANGE IN CONTROL PERIOD.
ARTICLE IV
SEVERANCE BENEFITS
4.1.
SEVERANCE BENEFITS.
IF, DURING THE TERM OF
THIS AGREEMENT, THE EXECUTIVE INCURS A QUALIFYING TERMINATION AS DESCRIBED IN
SECTION 3.1 ABOVE, THEN, SUBJECT TO THE EXECUTIVE TIMELY EXECUTING AND
DELIVERING THE RELEASE AGREEMENT TO THE COMPANY (EXCEPT IN THE CASE OF PAYMENTS
UNDER (A) BELOW), WHICH RELEASE AGREEMENT HAS NOT BEEN REVOKED IN ACCORDANCE
WITH THE TERMS THEREOF, THE EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING
COMPENSATION AND BENEFITS, SUBJECT TO APPLICABLE INCOME AND EMPLOYMENT TAX
WITHHOLDING:
(A)
ACCRUED COMPENSATION.
AN AMOUNT EQUAL TO
THE FOLLOWING AMOUNTS EARNED OR ACCRUED THROUGH THE TERMINATION DATE, BUT NOT
PAID AS OF THE TERMINATION DATE:
(I) BASE SALARY, (II) REIMBURSEMENT FOR
REASONABLE AND NECESSARY, PROPERLY-RECEIPTED