EXECUTIVE'S
BASE SALARY OTHER THAN ONE TEMPORARY REDUCTION OF NOT MORE THAN 120 DAYS AND NOT
IN EXCESS OF 20% OF THE EXECUTIVE'S BASE SALARY IN CONNECTION WITH AND IN
PROPORTION TO A GENERAL REDUCTION OF THE BASE SALARIES OF THE COMPANY'S
EXECUTIVE OFFICERS; (III) FAILURE OF THE COMPANY TO PROVIDE THE EXECUTIVE THE
SALARY OR BENEFITS IN ACCORDANCE WITH SECTION 2 HEREOF AFTER THIRTY (30) DAYS'
NOTICE DURING WHICH THE COMPANY DOES NOT CURE SUCH FAILURE OR (IV) RELOCATION OF
THE EXECUTIVE'S OFFICE MORE THAN THIRTY-FIVE (35) MILES FROM THE LOCATION OF THE
COMPANY'S PRINCIPAL OFFICES AS OF JANUARY 1, 2008.
(D)
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT
WITH THE COMPANY OTHER THAN FOR GOOD REASON AT ANY TIME UPON ONE MONTH'S NOTICE
TO THE COMPANY.
(E)
THIS AGREEMENT SHALL AUTOMATICALLY
TERMINATE IN THE EVENT OF THE EXECUTIVE'S DEATH DURING EMPLOYMENT.
THE COMPANY
MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT, UPON NOTICE TO THE EXECUTIVE, IN THE
EVENT THE EXECUTIVE BECOMES DISABLED DURING EMPLOYMENT AND, AS A RESULT, IS
UNABLE TO CONTINUE TO PERFORM SUBSTANTIALLY ALL OF HIS MATERIAL
4
DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT FOR ONE-HUNDRED AND TWENTY
(120) DAYS DURING ANY PERIOD OF THREE HUNDRED AND SIXTY-FIVE (365) CONSECUTIVE
CALENDAR DAYS.
IF ANY QUESTION SHALL ARISE AS TO WHETHER THE EXECUTIVE IS
DISABLED TO THE EXTENT THAT THE EXECUTIVE IS UNABLE TO PERFORM SUBSTANTIALLY ALL
OF HIS MATERIAL DUTIES AND RESPONSIBILITIES FOR THE COMPANY AND ITS AFFILIATES,
THE EXECUTIVE SHALL, AT THE COMPANY'S REQUEST AND EXPENSE, SUBMIT TO A MEDICAL
EXAMINATION BY A PHYSICIAN SELECTED BY THE COMPANY TO WHOM THE EXECUTIVE OR THE
EXECUTIVE'S GUARDIAN, IF ANY, HAS NO REASONABLE OBJECTION TO DETERMINE WHETHER
THE EXECUTIVE IS SO DISABLED AND SUCH DETERMINATION SHALL FOR THE PURPOSES OF
THIS AGREEMENT BE CONCLUSIVE OF THE ISSUE.
IF SUCH A QUESTION ARISES AND THE
EXECUTIVE FAILS TO SUBMIT TO THE REQUESTED MEDICAL EXAMINATION, THE COMPANY'S
DETERMINATION OF THE ISSUE SHALL BE BINDING ON THE EXECUTIVE.
5.
SEVERANCE PAYMENTS AND OTHER MATTERS RELATED TO TERMINATION.
(A)
TERMINATION PURSUANT TO SECTION 4(B),
4(C) OR 4(E).
EXCEPT AS PROVIDED IN SECTION 5(C) BELOW,
(I) IN THE EVENT OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY
OTHER THAN FOR CAUSE PURSUANT TO SECTION 4(A) OF THIS AGREEMENT OR IN THE EVENT
OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE EXECUTIVE FOR GOOD REASON
PURSUANT TO SECTION 4(C) OF THIS AGREEMENT, (A) ALL UNVESTED OPTIONS AND
RESTRICTED STOCK WHICH, BY THEIR TERMS, VEST ONLY BASED ON THE PASSAGE OF TIME
(DISREGARDING ANY ACCELERATION OF THE VESTING OF SUCH OPTIONS BASED ON
INDIVIDUAL OR COMPANY PERFORMANCE) SHALL VEST AS OF THE DATE OF TERMINATION
(NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 2(C) OF THIS AGREEMENT)
WITH RESPECT TO AN ADDITIONAL ONE YEAR OF VESTING (EXCEPT THAT WITH RESPECT TO
RESTRICTED STOCK, A MINIMUM OF 25% OF SUCH UNVESTED SHARES SHALL VEST); AND
(B) THE COMPANY WILL CONTINUE TO PAY THE EXECUTIVE'S BASE SALARY, AT THE RATE IN
EFFECT ON THE DATE OF TERMINATION, FOR