THE EMPLOYMENT UNDER
THIS AGREEMENT, EFFECTIVE IMMEDIATELY, UPON A CONSTRUCTIVE TERMINATION WITHOUT
CAUSE, AS DEFINED BELOW, BY PROVIDED EMPLOYER WRITTEN NOTICE WITHIN THIRTY DAYS
OF
EMPLOYEE BECOMING AWARE OF SUCH CONSTRUCTIVE TERMINATION WITHOUT CAUSE.
FAILURE
TO PROVIDE NOTICE WITHIN THIRTY DAYS SHALL CONSTITUTE A WAIVER OF EMPLOYEE'S
RIGHTS UNDER THIS SECTION. FOR PURPOSES OF THIS AGREEMENT, "CONSTRUCTIVE
TERMINATION WITHOUT CAUSE" SHALL MEAN A TERMINATION OF THE EMPLOYEE'S EMPLOYMENT
AT HIS INITIATIVE FOLLOWING THE OCCURRENCE, WITHOUT THE EMPLOYEE'S PRIOR WRITTEN
CONSENT, OF ONE OR MORE OF THE FOLLOWING EVENTS:
ANY FAILURE BY THE EMPLOYERS TO COMPLY WITH ANY OF THE PROVISIONS OF THIS
AGREEMENT, OTHER THAN AN ISOLATED, INSUBSTANTIAL AND INADVERTENT FAILURE NOT
OCCURRING IN BAD FAITH AND WHICH IS REMEDIED BY THE EMPLOYERS WITHIN 30 DAYS
AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY THE EMPLOYEE;
WITHOUT THE EMPLOYEE'S CONSENT, ANY REDUCTION IN SALARY, BONUS PERCENTAGE, OR
MATERIAL REDUCTION IN DUTIES;
ANY PURPORTED "FOR CAUSE" TERMINATION BY THE EMPLOYERS OF THE EMPLOYEE'S
EMPLOYMENT OTHERWISE THAN AS EXPRESSLY PERMITTED BY SECTION 3(B) OF THIS
AGREEMENT;
ANY FAILURE BY THE EMPLOYERS TO COMPLY WITH AND SATISFY THE PROVISIONS OF
SECTION 6 HEREOF, OR FAILURE BY ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF THE EMPLOYERS TO ASSUME EXPRESSLY AND AGREE TO PERFORM
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THE EMPLOYERS WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE, PROVIDED, IN
EITHER CASE, THAT THE SUCCESSOR CONTEMPLATED BY SECTION 6 HEREOF HAS RECEIVED,
AT LEAST 10 DAYS PRIOR TO THE GIVING OF NOTICE OF CONSTRUCTIVE TERMINATION BY
THE EMPLOYEE, WRITTEN NOTICE FROM THE EMPLOYERS OR THE EMPLOYEE OF THE
REQUIREMENTS OF THE PROVISIONS OF SECTION 6 OR OF SUCH FAILURE.
COMPENSATION FOLLOWING TERMINATION.
DEATH.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO THE PROVISIONS OF
SECTION 3(A) ABOVE DUE TO THE DEATH OF EMPLOYEE, THIS AGREEMENT SHALL TERMINATE,
AND NO FURTHER COMPENSATION SHALL BE PAYABLE TO EMPLOYEE'S ESTATE, HEIRS OR
BENEFICIARIES, AS APPLICABLE, EXCEPT THAT EMPLOYEE'S ESTATE, HEIRS OR
BENEFICIARIES, AS APPLICABLE, SHALL BE ENTITLED TO RECEIVE (I) EMPLOYEE'S THEN
CURRENT BASIC COMPENSATION THROUGH THE END OF THE MONTH IN WHICH EMPLOYEE'S
DEATH OCCURRED, (II) A PRO RATA PORTION (BASED ON A FRACTION THE NUMERATOR OF
WHICH IS THE NUMBER OF DAYS EMPLOYEE WORKED IN THE YEAR OF EMPLOYEE'S DEATH AND
THE DENOMINATOR OF WHICH IS 365) OF THE BONUS AS SET FORTH IN SECTION 2(B) WHICH
EMPLOYEE WOULD HAVE BEEN ENTITLED TO RECEIVE FOR THE YEAR IN WHICH TERMINATION
OCCURS IF THE PERFORMANCE OBJECTIVES ESTABLISHED IN EMPLOYERS' MANAGEMENT
INCENTIVE PLAN ARE ACHIEVED, AND (III) ANY UN-REIMBURSED EXPENSES PURSUANT TO
SECTION 5 BELOW, AND, THEREAFTER, EMPLOYERS SHALL HAVE NO FURTHER OBLIGATIONS OR
LIABILITIES HEREUNDER TO EMPLOYEE'S ESTATE OR LEGAL REPRESENTATIVE OR OTHERWISE,
OTHER THAN THE PAYMENT OF BENEFITS OR AMOUNTS, IF ANY, PURSUANT TO SECTION 2(C)
AND 4(E).
DISABILITY.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO