HAVE THE RIGHT TO TERMINATE
EXECUTIVE'S EMPLOYMENT WITH EMPLOYER WITHOUT CAUSE AT ANY TIME UPON AT LEAST
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO EXECUTIVE. THE FOLLOWING CONDITIONS
SHALL THEREUPON BECOME APPLICABLE:
(I)
SEVERANCE PAY. EMPLOYER SHALL CONTINUE
TO PAY EXECUTIVE THE BASE SALARY ON A SEMI-MONTHLY BASIS FOR THE REMAINDER OF
THE TERM OF THIS AGREEMENT.
(II)
MEDICAL INSURANCE CONTINUATION. EMPLOYER
SHALL CONTINUE TO PROVIDE (UNDER COBRA) MEDICAL INSURANCE AS IN EFFECT PRIOR TO
SUCH TERMINATION FOR TWELVE (12) MONTHS FOLLOWING SUCH TERMINATION, AND EMPLOYER
SHALL BEAR ALL COSTS FOR SUCH INSURANCE.
(III)
BONUS PAYMENT. IF EXECUTIVE IS TERMINATED
WITHOUT CAUSE, EXECUTIVE SHALL ALSO BE PAID FOR ANY POTENTIAL BONUSES UNDER THIS
AGREEMENT (THE "BONUS SEVERANCE"). THE AMOUNT OF ANY SUCH BONUS SEVERANCE SHALL
BE EQUAL TO THE FULL AMOUNT OF ANY UNPAID TARGET BONUS PAYMENT(S) SET FORTH ON
SCHEDULE A.
(E)
VOLUNTARY TERMINATION. AT ANY TIME DURING
THE TERM OF THIS AGREEMENT, EXECUTIVE SHALL HAVE THE RIGHT, UPON THIRTY (30)
DAYS' PRIOR WRITTEN NOTICE TO EMPLOYER, TO TERMINATE HIS EMPLOYMENT WITH
EMPLOYER. UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS
SUBSECTION 5(E), (I) EXECUTIVE'S RIGHT TO RECEIVE BASE SALARY SHALL IMMEDIATELY
TERMINATE AND EMPLOYER SHALL PAY TO EXECUTIVE HIS BASE SALARY ACCRUED TO THE
DATE OF SUCH TERMINATION TO THE EXTENT NOT THERETOFORE PAID AND (II) EXECUTIVE'S
RIGHTS UNDER THE PLANS SUBSEQUENT TO SUCH TERMINATION SHALL BE DETERMINED UNDER
THE APPLICABLE PROVISIONS OF THE RESPECTIVE PLANS. THIS AGREEMENT IN ALL OTHER
RESPECTS WILL TERMINATE UPON SUCH TERMINATION.
(F)
TERMINATION BY EXECUTIVE FOR "GOOD
REASON". NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, EMPLOYER SHALL
PROVIDE EXECUTIVE WITH THE PAYMENTS AND BENEFITS SET FORTH IN SECTION 5(D) IN
THE EVENT EXECUTIVE TERMINATES EMPLOYMENT FOR "GOOD REASON."
FOR PURPOSES OF
THIS AGREEMENT, "GOOD REASON" FOR EXECUTIVE TO TERMINATE EMPLOYMENT SHALL MEAN
VOLUNTARY TERMINATION AS A RESULT OF (I) THE ASSIGNMENT TO EXECUTIVE OF DUTIES
INCONSISTENT WITH THE POSITION AND STATUS OF EXECUTIVE AS SET FORTH IN THIS
AGREEMENT WITHOUT EXECUTIVE'S PRIOR WRITTEN CONSENT, (II) A SUBSTANTIAL
ALTERATION IN THE NATURE, STATUS OR PRESTIGE OF EXECUTIVE'S RESPONSIBILITIES AS
SET FORTH IN THIS AGREEMENT OR A CHANGE IN EXECUTIVE'S TITLE OR REPORTING LEVEL
FROM THAT SET FORTH IN THIS AGREEMENT, (III) THE RELOCATION OF EMPLOYER'S
EXECUTIVE OFFICES OR PRINCIPAL BUSINESS LOCATION TO A POINT MORE THAN
TWENTY-FIVE (25) MILES FROM THE LOCATION OF SUCH OFFICES OR BUSINESS AS OF THE
DATE OF THIS AGREEMENT, (IV) REDUCTION BY EMPLOYER OF EXECUTIVE'S BASE SALARY IN
EFFECT ON THE DATE HEREOF OR AS THE SAME MAY BE INCREASED FROM TIME TO TIME,
(V) ANY ACTION BY EMPLOYER (INCLUDING THE ELIMINATION OF BENEFIT PLANS WITHOUT
PROVIDING SUBSTITUTES THEREFOR OR THE REDUCTION OF EXECUTIVE'S BENEFITS
THEREUNDER) THAT WOULD SUBSTANTIALLY DIMINISH THE AGGREGATE
4
VALUE OF EXECUTIVE'S INCENTIVE AWARDS (INCLUDING ANY ACTION TAKEN BY EMPLOYER,
FOLLOWING A CHANGE OF CONTROL, THAT MATERIALLY IMPAIRS THE ABILITY OF EXECUTIVE
TO ACHIEVE THE PERFORMANCE OBJECTIVES SET FORTH ON SCHEDULE A ATTACHED HERETO)
AND OTHER FRINGE BENEFITS, OR (VI) A FAILURE BY