Period.
(ii)
in the event of either (i) the expiration, and non-renewal of the Initial
Term or any Additional Term, or (ii) a termination of the Executive's employment
for any other reason, the "Continuance Period," if any, will mean either the one
(1) year or two (2) year period elected by the Company and for which the Company
agrees to pay Executive continued Base Salary and Target Annual Incentive for
the appropriate period.
The Company may elect to not impose any such
Continuance Period in its sole discretion, but if it does wish to impose a
Continuance Period, it must make the one (1) year or two (2) year election, as
applicable, within ten (10) business days (i) following the election of the
Company or Executive to not renew the Employment Term or (ii) following the
Executive's termination of employment.
(E)
DISABILITY.
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL
HAVE THE SAME MEANING AS THAT TERM IS DEFINED IN THE PLAN.
NOTWITHSTANDING THE
FOREGOING HOWEVER, SHOULD THE COMPANY MAINTAIN A LONG-TERM DISABILITY PLAN AT
ANY TIME DURING THE EMPLOYMENT TERM, A DETERMINATION OF DISABILITY UNDER SUCH
PLAN SHALL ALSO BE CONSIDERED A "DISABILITY" FOR PURPOSES OF THIS AGREEMENT.
(F)
FIRST YEAR SEVERANCE PAYMENT.
FOR PURPOSES OF THIS AGREEMENT,
"FIRST YEAR SEVERANCE PAYMENT" WILL MEAN AN AMOUNT EQUAL TO $2,400,000 REDUCED
BY (1) THE AMOUNT OF THE PAYMENTS REQUIRED PURSUANT TO SECTION 8(A), AND (2) AN
AMOUNT EQUAL TO THE PRODUCT OF (I) THE PER SHARE PRICE PAID TO HOLDERS OF
COMPANY COMMON STOCK IN THE CHANGE IN CONTROL MULTIPLIED BY (II) THE NUMBER OF
PERFORMANCE UNITS THAT HAVE VESTED AS OF, AND INCLUDING ON ACCOUNT OF, THE
CHANGE IN CONTROL.
(G)
GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" MEANS
THE OCCURRENCE OF ANY OF THE FOLLOWING, WITHOUT EXECUTIVE'S EXPRESS WRITTEN
CONSENT:
(I)
A SIGNIFICANT REDUCTION OF EXECUTIVE'S RESPONSIBILITIES, RELATIVE TO
EXECUTIVE'S RESPONSIBILITIES IN EFFECT IMMEDIATELY PRIOR TO SUCH REDUCTION;
INCLUDING A REDUCTION IN RESPONSIBILITIES BY VIRTUE OF THE COMPANY BEING
ACQUIRED AND MADE PART OF ANOTHER ENTITY (AS, FOR EXAMPLE, WHEN THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY REMAINS AS THE SENIOR EXECUTIVE OFFICER OF A
DIVISION OR SUBSIDIARY OF THE ACQUIROR WHICH DIVISION OR SUBSIDIARY EITHER
CONTAINS SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS OR IS OF A COMPARABLE
SIZE), OR A CHANGE IN THE EXECUTIVE'S REPORTING POSITION SUCH THAT EXECUTIVE NO
LONGER REPORTS DIRECTLY TO THE BOARD OF DIRECTORS OF A PUBLICLY-TRADED COMPANY
(UNLESS EXECUTIVE IS REPORTING TO THE BOARD OF DIRECTORS OF THE PARENT
CORPORATION IN A GROUP OF CONTROLLED CORPORATIONS, NONE OF WHICH IS A
PUBLICLY-TRADED COMPANY);
(II)
A MATERIAL REDUCTION IN THE KIND OR LEVEL OF WELFARE AND/OR RETIREMENT
BENEFITS TO WHICH EXECUTIVE IS ENTITLED IMMEDIATELY PRIOR TO SUCH REDUCTION WITH
THE RESULT THAT EXECUTIVE'S OVERALL BENEFITS PACKAGE IS SIGNIFICANTLY REDUCED
OTHER THAN PURSUANT TO A REDUCTION THAT
10
ALSO IS APPLIED TO SUBSTANTIALLY ALL OTHER EXECUTIVE OFFICERS OF THE COMPANY AND
THAT REDUCES THE LEVEL OF EMPLOYEE BENEFITS BY A PERCENTAGE REDUCTION