IN THE NATURE OR
STATUS OF THE EXECUTIVE'S RESPONSIBILITIES WITHOUT THE CONSENT OF THE EXECUTIVE,
(C) WITHOUT THE CONSENT OF THE EXECUTIVE, A MATERIAL REDUCTION IN EMPLOYEE
BENEFITS OTHER THAN A REDUCTION GENERALLY APPLICABLE TO SIMILARLY SITUATED
EXECUTIVES OF THE COMPANY, (D) WITHOUT THE CONSENT OF THE EXECUTIVE, RELOCATION
OF THE COMPANY'S PRINCIPAL PLACE OF BUSINESS OUTSIDE A FIFTY (50) MILE RADIUS OF
MINNEAPOLIS/ST. PAUL, MINNESOTA, OR (E) ANY FAILURE BY THE COMPANY TO PAY THE
EXECUTIVE BASE SALARY OR ANY INCENTIVE BONUS TO WHICH HE IS ENTITLED UNDER THE
BONUS PLAN OR HEREUNDER WHICH FAILURE HAS NOT BEEN CURED WITHIN TEN (10) DAYS
AFTER NOTICE OF SUCH NONCOMPLIANCE HAS BEEN
5
GIVEN BY THE EXECUTIVE TO THE COMPANY OR ANY FAILURE OF THE COMPENSATION
COMMITTEE TO APPROVE A BONUS PLAN FOR ANY FISCAL YEAR.
(F)
ANY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR
BY THE EXECUTIVE (OTHER THAN TERMINATION PURSUANT TO SUBSECTION (A) OR (B) OF
THIS SECTION 6) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE
OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 13.
FOR PURPOSES OF THIS
AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE
THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET
FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
(G)
"DATE OF TERMINATION" SHALL MEAN (I) IF THE EXECUTIVE'S EMPLOYMENT
IS TERMINATED BY HIS DEATH, THE DATE OF HIS DEATH, (II) IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED PURSUANT TO SUBSECTION (B) ABOVE, THE DATE AS OF WHICH
THE PHYSICIAN'S WRITTEN OPINION IS RECEIVED BY THE COMPANY, (III) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO SUBSECTION (C) ABOVE, THE DATE
SPECIFIED IN THE NOTICE OF TERMINATION, AND (IV) IF THE EXECUTIVE'S EMPLOYMENT
IS TERMINATED FOR ANY OTHER REASON, THE DATE SIXTY (60) DAYS FOLLOWING THE DATE
ON WHICH A NOTICE OF TERMINATION IS GIVEN.
7.
COMPENSATION UPON TERMINATION, DEATH OR DURING DISABILITY.
(A)
DISABILITY.
DURING ANY PERIOD THAT THE EXECUTIVE FAILS TO PERFORM
HIS DUTIES HEREUNDER AS A RESULT OF HIS INCAPACITY DUE TO A PHYSICAL OR MENTAL
CONDITION ("DISABILITY PERIOD"), THE EXECUTIVE SHALL CONTINUE TO RECEIVE HIS
FULL BASE SALARY AT THE RATE THEN IN EFFECT FOR SUCH DISABILITY PERIOD (AND
SHALL NOT BE ELIGIBLE FOR PAYMENTS UNDER THE DISABILITY PLANS, PROGRAMS AND
POLICIES MAINTAINED BY PARENT OR THE COMPANY OR IN CONNECTION WITH EMPLOYMENT BY
THE COMPANY ("DISABILITY PLANS")) UNTIL HIS EMPLOYMENT IS TERMINATED PURSUANT TO
SECTION 6(B) HEREOF, AND UPON SUCH TERMINATION, THE EXECUTIVE SHALL, WITHIN TEN
(10) DAYS OF SUCH TERMINATION, BE ENTITLED TO ALL AMOUNTS TO WHICH THE EXECUTIVE
IS ENTITLED PURSUANT TO THE DISABILITY PLANS.
THE EXECUTIVE'S RIGHTS UNDER ANY
LONG-TERM DISABILITY PLAN SHALL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS
OF SUCH PLAN, BUT IN NO EVENT WILL PARENT OR THE COMPANY MAINTAIN A LONG-TERM
DISABILITY PLAN THAT PROVIDES FOR PAYMENT OF LESS THAN 60% OF THE EXECUTIVE'S
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