MANAGING
MEMBER AND EXECUTIVE.
(D)
NOTICE OF TERMINATION.
ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT
BY THE EMPLOYER (OR THE CORPORATION) OR BY EXECUTIVE (OTHER THAN ON ACCOUNT OF
DEATH) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY
HERETO IN ACCORDANCE WITH SECTION 13 OF THIS AGREEMENT.
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, AS
APPLICABLE, SHALL SET FORTH IN REASONABLE DETAIL THE FACT AND CIRCUMSTANCES
CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE
PROVISION SO INDICATED.
(e)
Resignation Upon Termination.
In the event that Executive's
employment with the Employer is terminated, Executive (i) shall, within five
business days of receipt of a written request for resignation, resign as an
officer of the Corporation, and shall resign all other positions (including,
without limitation, as officer, employee, director and member of any committee)
with the Employer and the Corporation and their subsidiaries and affiliates, and
(ii) shall provide such written confirmation thereof as may be reasonably
required by the Employer or the Corporation.
In the event that Executive's
service with the Corporation is terminated other than as contemplated by the
foregoing sentence, Executive (i) shall, within five business days of receipt of
a written request for resignation, resign all other positions (including,
without limitation, as officer, employee, director and member of any committee)
with the Corporation and its subsidiaries, and (ii) shall provide such written
confirmation thereof as may be reasonably required by the Corporation.
7.
COMPENSATION UPON TERMINATION.
(A)
TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EXECUTIVE WITH
GOOD REASON.
IF (I) EXECUTIVE IS TERMINATED WITHOUT CAUSE PURSUANT TO SECTION
6(A)(IV) ABOVE, OR (II) EXECUTIVE SHALL TERMINATE HIS EMPLOYMENT HEREUNDER WITH
GOOD REASON PURSUANT TO SECTION (6)(B)(II) ABOVE, THEN, IF EXECUTIVE HAS FULLY
COMPLIED WITH SECTION 6(E) ABOVE, THE EMPLOYMENT PERIOD SHALL TERMINATE AS OF
THE
7
EFFECTIVE DATE SET FORTH IN THE WRITTEN NOTICE OF SUCH TERMINATION (THE
"TERMINATION DATE") AND EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING PAYMENT AND
BENEFITS:
(I)
EXECUTIVE SHALL RECEIVE ANY EARNED AND ACCRUED
BUT UNPAID BASE SALARY ON THE TERMINATION DATE, AND ANY EARNED AND ACCRUED BUT
UNPAID INCENTIVE COMPENSATION AND BONUSES PAYABLE AT SUCH TIMES AS WOULD HAVE
APPLIED WITHOUT REGARD TO SUCH TERMINATION.
(II)
THE EMPLOYER SHALL CONTINUE TO PAY EXECUTIVE'S
BASE SALARY (AT THE RATE IN EFFECT ON THE DATE OF HIS TERMINATION) AND THE
MINIMUM BONUS FOR A PERIOD OF TWO YEARS COMMENCING ON THE DATE OF SUCH
TERMINATION, ON THE SAME PERIODIC PAYMENT DATES AS PAYMENT WOULD HAVE BEEN MADE
TO EXECUTIVE HAD THE EMPLOYMENT PERIOD NOT BEEN TERMINATED.
(III)
ANY ISSUED BUT UNVESTED EQUITY AWARDS (I.E.,
SHARES THEN STILL SUBJECT TO RESTRICTIONS UNDER THE APPLICABLE AWARD AGREEMENT)
GRANTED TO EXECUTIVE BY THE EMPLOYER OR THE CORPORATION THAT WOULD OTHERWISE
BECOME VESTED AND EXERCISABLE DURING THE TWO-YEAR PERIOD FOLLOWING THE DATE OF
EXECUTIVE'S TERMINATION SHALL BECOME VESTED (I.E., FREE FROM SUCH RESTRICTIONS),