NO LONGER ENTITLED TO RECEIVE CONTINUATION COVERAGE IN ACCORDANCE WITH THE
PLANS.
ARTICLE IV
TERMINATION FOR CAUSE
4.1
GENERAL EFFECT OF TERMINATION FOR CAUSE.
IN THE EVENT EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES IS INVOLUNTARILY TERMINATED BY
THE COMPANY WITH CAUSE AT ANY TIME, WHETHER BEFORE OR AFTER A CHANGE OF CONTROL,
THEN SUCH TERMINATION OF EMPLOYMENT WILL NOT BE A TERMINATION EVENT, EXECUTIVE
WILL NOT BE ENTITLED TO RECEIVE ANY PAYMENTS OR BENEFITS UNDER THE PROVISIONS OF
THIS AGREEMENT, AND THE COMPANY WILL CEASE PAYING COMPENSATION OR PROVIDING
BENEFITS TO EXECUTIVE AS OF EXECUTIVE'S TERMINATION DATE.
4.2
PROCEDURE FOR "CAUSE" FINDING.
(A)
PRIOR TO A CHANGE IN CONTROL, EXECUTIVE MAY ONLY BE TERMINATED FOR
CAUSE IF A MAJORITY OF THE BOARD THEN IN OFFICE DETERMINES THAT GROUNDS FOR
CAUSE EXIST.
IN THE EVENT OF SUCH DETERMINATION, THE COMPANY WILL GIVE
EXECUTIVE NOTICE OF THE FINDING OF CAUSE WITH REASONABLE SPECIFICITY, AND WILL
PROVIDE EXECUTIVE WITH A REASONABLE OPPORTUNITY TO MEET WITH THE BOARD TO REFUTE
THE FINDING.
(1)
IF EXECUTIVE ELECTS TO APPEAR BEFORE THE BOARD TO DISPUTE THE
FINDING, THE BOARD WILL MEET WITH THE EXECUTIVE.
FOLLOWING SUCH MEETING, THE
BOARD SHALL RECONSIDER ITS INITIAL FINDING AND THE DECISION OF A MAJORITY OF THE
BOARD THEN IN OFFICE WILL BE REQUIRED TO CONFIRM THE DETERMINATION THAT GROUNDS
FOR CAUSE EXIST.
(2)
IF EXECUTIVE DECLINES TO APPEAR BEFORE THE BOARD TO DISPUTE THE
FINDING, THEN THE INITIAL ACTION BY THE BOARD SHALL CONSTITUTE THE DETERMINATION
TO TERMINATE EXECUTIVE FOR CAUSE.
(B)
SUBSEQUENT TO A CHANGE IN CONTROL, THE PROCEDURAL REQUIREMENTS OF
SECTION 4.2(A) SHALL APPLY, EXCEPT THAT THE FINDINGS OF THE BOARD MUST BE
APPROVED BY NOT LESS THAN 2/3RDS OF THE DIRECTORS THEN IN OFFICE.
ARTICLE V
LIMITATIONS AND CONDITIONS ON BENEFITS
5.1
RIGHT TO BENEFITS.
IF A TERMINATION EVENT DOES NOT OCCUR,
EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE ANY BENEFITS DESCRIBED IN THIS
AGREEMENT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN.
IF A TERMINATION
EVENT OCCURS, EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE BENEFITS DESCRIBED IN
THIS AGREEMENT ONLY IF EXECUTIVE COMPLIES WITH THE RESTRICTIONS AND LIMITATIONS
SET FORTH IN THIS ARTICLE V.
5.2
NO MITIGATION.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN,
EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE DAMAGES OR THE AMOUNT OF ANY PAYMENT
PROVIDED UNDER THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, NOR
SHALL THE AMOUNT OF ANY PAYMENT
8
PROVIDED FOR UNDER THIS AGREEMENT BE REDUCED BY ANY COMPENSATION EARNED BY
EXECUTIVE AS A RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER OR BY RETIREMENT
BENEFITS AFTER THE DATE OF THE TERMINATION EVENT, OR OTHERWISE.
5.3
WITHHOLDING TAXES.
THE COMPANY SHALL WITHHOLD APPROPRIATE FEDERAL,
STATE, LOCAL OR FOREIGN INCOME, EMPLOYMENT AND OTHER APPLICABLE TAXES FROM ANY
PAYMENTS HEREUNDER.
5.4
OBLIGATIONS OF EXECUTIVE.
(A)
FOR TWO YEARS FOLLOWING A TERMINATION EVENT, EXECUTIVE AGREES NOT
TO PERSONALLY SOLICIT ANY OF THE EMPLOYEES EITHER OF THE COMPANY OR OF ANY
ENTITY IN WHICH THE COMPANY DIRECTLY OR INDIRECTLY POSSESSES THE ABILITY TO
DETERMINE