IN REASONABLE
DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED, AND (C) SPECIFIES
THE DATE OF TERMINATION (AS DEFINED IN SECTION 4.7 BELOW); PROVIDED, HOWEVER ,
THAT NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, A NOTICE
OF TERMINATION GIVEN IN CONNECTION WITH A TERMINATION FOR GOOD REASON SHALL BE
GIVEN BY THE EXECUTIVE WITHIN A REASONABLE PERIOD OF TIME, NOT TO EXCEED
120 DAYS, FOLLOWING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH RIGHT OF
TERMINATION. THE FAILURE BY THE COMPANY OR THE EXECUTIVE TO SET FORTH IN THE
NOTICE OF TERMINATION ANY FACT OR CIRCUMSTANCE WHICH CONTRIBUTES TO A SHOWING OF
DISABILITY, CAUSE OR GOOD REASON SHALL NOT WAIVE ANY RIGHT OF THE COMPANY OR THE
EXECUTIVE HEREUNDER OR PRECLUDE THE COMPANY OR THE EXECUTIVE FROM ASSERTING SUCH
FACT OR CIRCUMSTANCE IN ENFORCING THE COMPANY'S OR THE EXECUTIVE'S RIGHTS
HEREUNDER.
4.7
DATE OF TERMINATION. FOR PURPOSES OF THIS
AGREEMENT, THE "DATE OF TERMINATION" SHALL MEAN THE EFFECTIVE DATE OF
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER, WHICH DATE SHALL BE (A) IF
THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE EXECUTIVE'S DEATH, THE DATE OF
THE EXECUTIVE'S DEATH, (B) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BECAUSE
OF THE EXECUTIVE'S DISABILITY, THE DISABILITY EFFECTIVE DATE, (C) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY (OR APPLICABLE AFFILIATED
COMPANY) FOR CAUSE OR BY THE EXECUTIVE FOR GOOD REASON, THE DATE ON WHICH THE
NOTICE OF TERMINATION IS GIVEN, (D) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
PURSUANT TO SECTION 2.2, THE DATE ON WHICH THE EMPLOYMENT TERM ENDS PURSUANT TO
SECTION 2.2 DUE TO A PARTY'S DELIVERY OF A NOTICE OF TERMINATION THEREUNDER, AND
(E) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE DATE
SPECIFIED IN THE NOTICE OF TERMINATION, WHICH DATE SHALL IN NO EVENT BE EARLIER
THAN THE DATE SUCH NOTICE IS GIVEN; PROVIDED, HOWEVER, THAT IF WITHIN 30 DAYS
AFTER ANY NOTICE OF TERMINATION IS GIVEN, THE
PARTY RECEIVING SUCH 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 DETERMINED, EITHER BY MUTUAL WRITTEN
AGREEMENT OF THE PARTIES OR BY A FINAL JUDGMENT, ORDER OR DECREE OF A COURT OF
COMPETENT JURISDICTION (THE TIME FOR APPEAL THEREFROM HAVING EXPIRED AND NO
APPEAL HAVING BEEN PERFECTED).
4.8
OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(A)
GOOD REASON OR DURING THE WINDOW PERIOD;
OTHER THAN FOR CAUSE, DEATH OR DISABILITY. IF, DURING THE EMPLOYMENT TERM, THE
COMPANY (OR APPLICABLE AFFILIATED COMPANY) SHALL TERMINATE THE EXECUTIVE'S
EMPLOYMENT HEREUNDER OTHER THAN FOR CAUSE OR DISABILITY OR THE EXECUTIVE SHALL
TERMINATE THE EXECUTIVE'S EMPLOYMENT EITHER FOR GOOD REASON OR WITHOUT GOOD
REASON DURING THE WINDOW PERIOD:
(I)
THE COMPANY SHALL PAY TO THE EXECUTIVE
(EITHER IN A LUMP SUM OR ON IN EQUAL MONTHLY INSTALLMENTS OVER A 12-MONTH PERIOD
AFTER THE DATE OF TERMINATION, AT THE COMPANY'S