DEATH) SHALL BE COMMUNICATED BY A WRITTEN NOTICE
TO THE OTHER PARTIES HERETO INDICATING THE SPECIFIC TERMINATION PROVISION IN
THIS AGREEMENT RELIED UPON, SETTING FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF EXECUTIVE'S
EMPLOYMENT UNDER THE PROVISION SO INDICATED, AND SPECIFYING A "DATE OF
TERMINATION" (A "NOTICE OF TERMINATION") WHICH, IF SUBMITTED BY EXECUTIVE, SHALL
BE AT LEAST THIRTY (30) DAYS FOLLOWING THE DATE OF SUCH NOTICE.
A NOTICE OF
TERMINATION SUBMITTED BY THE COMPANY MAY PROVIDE FOR A "DATE OF TERMINATION" ON
THE DATE EXECUTIVE RECEIVES THE NOTICE OF TERMINATION, OR ANY DATE THEREAFTER
ELECTED BY THE COMPANY IN ITS SOLE DISCRETION NOT TO EXCEED THIRTY (30) DAYS
FOLLOWING THE DATE OF SUCH NOTICE.
THE FAILURE BY EXECUTIVE OR THE COMPANY TO
SET FORTH IN THE NOTICE OF TERMINATION ANY FACT OR CIRCUMSTANCE WHICH
CONTRIBUTES TO A SHOWING OF CAUSE OR GOOD REASON SHALL NOT WAIVE ANY RIGHT OF
EXECUTIVE OR THE COMPANY HEREUNDER OR PRECLUDE EXECUTIVE OR THE COMPANY
THEREAFTER
6
FROM ASSERTING SUCH FACT OR CIRCUMSTANCE WITHIN A PERIOD OF SIX MONTHS FROM THE
DATE OF TERMINATION IN ORDER TO ENFORCE EXECUTIVE'S OR THE COMPANY'S OTHERWISE
APPLICABLE RIGHTS HEREUNDER.
(VII)
"DISABILITY" SHALL HAVE THE SAME MEANING AS IN, AND SHALL BE
DETERMINED IN A MANNER CONSISTENT WITH ANY DETERMINATION UNDER, THE LONG-TERM
DISABILITY PLAN OF THE COMPANY IN WHICH EXECUTIVE PARTICIPATES FROM TIME TO
TIME, OR IF EXECUTIVE IS NOT COVERED BY SUCH A PLAN, "DISABILITY" SHALL MEAN
EXECUTIVE'S PERMANENT PHYSICAL OR MENTAL INJURY, ILLNESS OR OTHER CONDITION THAT
PREVENTS EXECUTIVE FROM PERFORMING HIS DUTIES TO THE COMPANY FOR A TOTAL OF SIX
(6) MONTHS DURING ANY TWELVE (12) MONTH PERIOD, AS REASONABLY DETERMINED BY A
PHYSICIAN SELECTED BY EXECUTIVE AND ACCEPTABLE TO THE COMPANY OR THE COMPANY'S
LEGAL REPRESENTATIVE (SUCH AGREEMENT AS TO ACCEPTABILITY NOT TO BE WITHHELD
UNREASONABLY).
(VIII)
"GOOD REASON" SHALL MEAN THE OCCURRENCE, WITHOUT EXECUTIVE'S
EXPRESS WRITTEN CONSENT, OF:
(A) AN ADVERSE CHANGE IN EXECUTIVE'S EMPLOYMENT'S
TITLE OR CHANGE IN EXECUTIVE'S DUTY TO REPORT SOLELY AND DIRECTLY TO THE BOARD;
(B) A DIMINUTION IN EXECUTIVE'S EMPLOYMENT DUTIES, RESPONSIBILITIES OR
AUTHORITY, OR THE ASSIGNMENT TO EXECUTIVE OF DUTIES THAT ARE MATERIALLY
INCONSISTENT WITH HIS POSITION; (C) ANY REDUCTION IN BASE SALARY, MAXIMUM BONUS
OR TARGET BONUS AS SET FORTH IN SECTION 3(B); (D) A RELOCATION OF EXECUTIVE'S
PRINCIPAL PLACE OF EMPLOYMENT TO A LOCATION OUTSIDE OF THE NEW YORK AREA THAT
WOULD UNREASONABLY INCREASE EXECUTIVE'S COMMUTE; (E) AT ANY TIME DURING THE TERM
FAILURE OF EXECUTIVE TO BE NOMINATED FOR ELECTION AS A DIRECTOR OF THE COMPANY
THROUGHOUT THE TERM OR REMOVAL OF EXECUTIVE AS A DIRECTOR OF THE COMPANY BY THE
BOARD OTHER THAN FOR CAUSE; (F) DURING THE FIFTEEN MONTH PERIOD COMMENCING ON
THE DATE OF THE TRIGGERING EVENT (X) A DETERMINATION BY THE BOARD TO ABANDON OR
CHANGE IN ANY MATERIAL RESPECT THE APPLICABLE BUSINESS PLAN, CAPITAL EXPENDITURE
PLAN, CAPITALIZATION AND/OR STRATEGIC GROWTH PLAN OF THE COMPANY, AS SET FORTH
IN SF'S