NOTICE PERIOD.
IN SUCH EVENT AND UPON THE EXPIRATION OF SUCH
THIRTY-DAY PERIOD (OR SUCH SHORTER TIME AS THE PRESIDENT IN HIS SOLE DISCRETION
MAY DETERMINE), THE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT SHALL
IMMEDIATELY AND AUTOMATICALLY TERMINATE,
4
AND THE EXECUTIVE SHALL BE LIMITED TO RECEIVING ANY BASE SALARY EARNED AND
UNPAID AS OF THE EXECUTIVE'S TERMINATION DATE.
(E)
TERMINATION FOR GOOD REASON.
THE EXECUTIVE MAY TERMINATE HIS
EMPLOYMENT HEREUNDER FOR "GOOD REASON" AT ANY TIME DURING THE EMPLOYMENT TERM.
FOR PURPOSES OF THE AGREEMENT, "GOOD REASON" SHALL MEAN (I) A MATERIAL BREACH OF
THE TERMS OF THIS AGREEMENT BY THE COMPANY, (II) THE COMPANY REQUIRING THE
EXECUTIVE TO MOVE HIS PRIMARY PLACE OF EMPLOYMENT MORE THAN THIRTY-FIVE (35)
MILES FROM THE THEN CURRENT PLACE OF EMPLOYMENT, IF SUCH MOVE MATERIALLY
INCREASES HIS COMMUTE, OR (III) A MATERIAL DIMINUTION OF THE EXECUTIVE'S
RESPONSIBILITIES, PROVIDED THAT ANY OF THE FOREGOING IS NOT CURED BY THE COMPANY
WITHIN TWENTY (20) DAYS FOLLOWING RECEIPT OF WRITTEN NOTICE BY THE EXECUTIVE TO
THE COMPANY OF THE SPECIFIC NATURE OF THE BREACH.
NO TERMINATION FOR GOOD
REASON SHALL BE PERMITTED UNLESS THE COMPANY SHALL HAVE FIRST RECEIVED WRITTEN
NOTICE FROM THE EXECUTIVE DESCRIBING THE BASIS OF SUCH TERMINATION FOR GOOD
REASON.
A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR GOOD REASON PURSUANT TO
THIS SECTION 6(E) SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT AS A
TERMINATION BY THE COMPANY WITHOUT CAUSE AND THE APPLICABLE PROVISIONS OF
SECTION 6(C) RELATING TO THE PAYMENT OF COMPENSATION AND BENEFITS SHALL APPLY.
(F)
BENEFITS/RELEASE.
IN ADDITION TO ANY AMOUNTS WHICH MAY BE
PAYABLE FOLLOWING A TERMINATION OF EMPLOYMENT PURSUANT TO ONE OF THE PARAGRAPHS
OF THIS SECTION 6, THE EXECUTIVE OR HIS BENEFICIARIES SHALL BE ENTITLED TO
RECEIVE ANY BENEFITS THAT MAY BE PROVIDED FOR UNDER THE TERMS OF AN EMPLOYEE
BENEFIT PLAN IN WHICH THE EXECUTIVE IS PARTICIPATING AT THE TIME OF
TERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE
CONTRARY, THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT ANY AND ALL PAYMENTS, OTHER
THAN THE PAYMENT OF ANY ACCRUED AND UNPAID BASE SALARY AND BENEFITS, TO WHICH
THE EXECUTIVE IS ENTITLED UNDER THIS SECTION 6 ARE CONDITIONED UPON AND SUBJECT
TO THE EXECUTIVE'S EXECUTION OF A GENERAL WAIVER AND RELEASE, IN SUCH FORM AS
MAY BE PREPARED BY THE COMPANY'S ATTORNEYS, OF ALL CLAIMS AND ISSUES ARISING
UNDER THE EMPLOYMENT AGREEMENT, EXCEPT FOR SUCH MATTERS COVERED BY PROVISIONS OF
THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
(G)
EXCEPT AS PROVIDED IN THIS SECTION 6, THE COMPANY SHALL HAVE NO
FURTHER OBLIGATION OR LIABILITY UNDER THIS AGREEMENT FOLLOWING A TERMINATION OF
EMPLOYMENT BY THE EXECUTIVE.
(H)
NOTICE OF TERMINATION.
ANY PURPORTED TERMINATION OF EMPLOYMENT BY
THE COMPANY OR BY THE EXECUTIVE SHALL BE COMMUNICATED BY WRITTEN NOTICE OF
TERMINATION TO THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 12(H) HEREOF.
7.
NON-COMPETITION.
(A)
THE EXECUTIVE ACKNOWLEDGES AND RECOGNIZES THE HIGHLY COMPETITIVE
NATURE OF THE BUSINESSES OF THE COMPANY AND ITS AFFILIATES, THE VALUABLE
CONFIDENTIAL