PERFORMED BY A NATIONALLY RECOGNIZED OUTPLACEMENT
FIRM SELECTED BY THE EXECUTIVE.
(IV)
THE 24-MONTH PERIOD OF BENEFIT CONTINUATION FOLLOWING THE DATE OF
TERMINATION WILL COUNT FOR PURPOSES OF DETERMINING THE EXECUTIVE'S AGE AND
SERVICE WITH THE COMPANY WITH RESPECT TO (A) ELIGIBILITY, VESTING AND THE AMOUNT
OF BENEFITS UNDER THE COMPANY'S EXECUTIVE BENEFIT PLANS, AND (B) THE VESTING OF
ANY OUTSTANDING STOCK OPTIONS, RESTRICTED STOCK OR OTHER EQUITY-BASED
COMPENSATION AWARDS.
PRIOR TO RECEIVING ANY PAYMENT, COVERAGE OR BENEFIT AS PROVIDED IN THIS
PARAGRAPH 5(D), THE EXECUTIVE WILL EXECUTE AND DELIVER TO THE COMPANY A VALID
GENERAL RELEASE AGREEMENT IN THE FORM PREPARED BY THE COMPANY.
FOR PURPOSES OF
THIS AGREEMENT, DELIVERY OF A NOTICE OF NON-RENEWAL OF THE TERM BY THE COMPANY
WILL BE CONSIDERED A TERMINATION WITHOUT CAUSE EFFECTIVE AS OF THE DATE THAT THE
TERM EXPIRES AS A RESULT OF THE NOTICE OF NON-RENEWAL.
(E)
GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" WILL
MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING WITHOUT THE EXECUTIVE'S CONSENT:
(I) A MATERIAL REDUCTION OR A MATERIAL ADVERSE ALTERATION IN THE NATURE OF THE
EXECUTIVE'S POSITION, RESPONSIBILITIES OR AUTHORITIES OR THE ASSIGNING DUTIES TO
THE EXECUTIVE THAT ARE MATERIALLY INCONSISTENT WITH THOSE OF THE POSITION OF
PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR SIMILAR COMPANIES IN SIMILAR
INDUSTRIES; (II) THE EXECUTIVE'S BECOMING THE HOLDER OF A LESSER OFFICE OR TITLE
THAN THAT PREVIOUSLY HELD OR REQUIRING THE EXECUTIVE TO REPORT TO OTHER THAN THE
COMPANY'S BOARD; (III) ANY MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY
WHICH CAUSES AN ADVERSE CHANGE TO THE TERMS AND CONDITIONS OF THE EXECUTIVE'S
EMPLOYMENT; (IV) THE COMPANY REQUIRES THE EXECUTIVE TO RELOCATE HIS PRINCIPAL
BUSINESS OFFICE TO A LOCATION NOT WITHIN FIFTY (50) MILES OF THE COMPANY'S
PRINCIPAL BUSINESS OFFICE LOCATED IN OAK BROOK, ILLINOIS; (V) ANY REDUCTION IN
THE AGGREGATE OF THE EXECUTIVE'S BONUS OPPORTUNITY, SALARY AND BENEFITS, OTHER
THAN A REDUCTION IN BONUS OPPORTUNITY OR BENEFITS GENERALLY APPLICABLE TO
EXECUTIVE EMPLOYEES, OR (VI) ANY FAILURE TO NOMINATE OR ELECT THE EXECUTIVE AS
CHIEF EXECUTIVE OFFICER OF THE COMPANY AND AS A DIRECTOR OF THE COMPANY'S
BOARD.
IN NO EVENT WILL A RESIGNATION BE DEEMED TO OCCUR FOR "GOOD REASON"
UNLESS THE EXECUTIVE PROVIDES NOTICE TO THE COMPANY, AND SUCH RESIGNATION
OCCURS, WITHIN 90 DAYS AFTER THE EVENT OR CONDITION GIVING RISE THERETO.
UPON
RECEIVING NOTICE FROM THE
5
EXECUTIVE, THE COMPANY SHALL HAVE A PERIOD OF THIRTY (30) DAYS DURING WHICH IT
MAY REMEDY THE EVENT OR CONDITION.
(F)
CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" WILL MEAN:
(I)
THE EXECUTIVE'S WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM HIS
MATERIAL DUTIES AS AN EXECUTIVE OF THE COMPANY (OTHER THAN ANY SUCH FAILURE
RESULTING FROM INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS) AFTER A WRITTEN
DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE EXECUTIVE BY THE BOARD,
(II) THE EXECUTIVE'S WILLFUL MISCONDUCT, WHICH IS DEMONSTRABLY AND MATERIALLY
INJURIOUS TO THE COMPANY, MONETARILY OR OTHERWISE, (III) THE EXECUTIVE'S
ENGAGING IN EGREGIOUS MISCONDUCT INVOLVING SERIOUS MORAL