REDUCTION BY THE COMPANY IN THE EMPLOYEE'S BASE SALARY; (II) ANY
FAILURE BY THE COMPANY TO PAY ANY AMOUNTS DUE TO THE EMPLOYEE WITHIN NINETY (90)
DAYS OF THE DATE SUCH AMOUNT IS DUE; (III) ANY MATERIAL DIMINUTION OF THE LEVEL
OF RESPONSIBILITY OR AUTHORITY OF THE EMPLOYEE, INCLUDING THE EMPLOYEE'S
REPORTING DUTIES; (IV) ANY ADVERSE CHANGE IN THE EMPLOYEE'S TITLE OR POSITION;
(V) THE FAILURE BY THE COMPANY TO OBTAIN FROM ANY SUCCESSOR AN ASSUMPTION OF THE
OBLIGATIONS OF THE COMPANY AS CONTEMPLATED BY SECTION 10(D) HEREIN; AND (VI) THE
COMPANY REQUIRING THE EMPLOYEE TO BE BASED AT ANY OFFICE OR LOCATION THAT IS
MORE THAN 50 KILOMETERS FROM THE COMPANY'S CURRENT CORPORATE HEADQUARTERS;
PROVIDED THAT WITH RESPECT TO ANY SUCH RELOCATION THE EMPLOYEE DELIVERS A
WRITTEN NOTICE OF SUCH GOOD REASON TERMINATION TO THE COMPANY WITHIN THIRTY (30)
DAYS AFTER RECEIVING WRITTEN NOTICE FROM THE COMPANY OF THE POSSIBILITY OF SUCH
EVENT; AND PROVIDED FURTHER THAT THE EMPLOYEE DELIVERS A WRITTEN NOTICE TO THE
COMPANY WITHIN SIX (6) MONTHS OF THE OCCURRENCE OF SUCH AN EVENT WHICH
SPECIFICALLY IDENTIFIES THE FACTS AND CIRCUMSTANCES CLAIMED BY EMPLOYEE TO
CONSTITUTE GOOD REASON AND THE COMPANY HAS FAILED TO CURE SUCH FACTS AND
CIRCUMSTANCES WITHIN THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE.
(D)
WITHOUT GOOD REASON.
THE EMPLOYEE MAY TERMINATE HIS EMPLOYMENT HEREUNDER
WITHOUT GOOD REASON.
4.
Termination Procedure.
(A)
NOTICE OF TERMINATION.
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT BY THE
COMPANY FOR URGENT CAUSE OR BY THE EMPLOYEE DURING THE EMPLOYMENT PERIOD (OTHER
THAN TERMINATION PURSUANT TO SECTION 3(A)) SHALL BE COMMUNICATED BY WRITTEN
"NOTICE OF TERMINATION" TO THE OTHER PARTY HERETO IN ACCORDANCE WITH
SECTION 10(A). FOR PURPOSES OF THIS AMENDED AGREEMENT, A NOTICE OF TERMINATION
SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN
THIS AMENDED AGREEMENT RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL THE
FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED AND SHALL ATTACH ANY
PRIOR NOTICES REQUIRED UNDER SECTION 3.
(B)
DATE OF TERMINATION.
"DATE OF TERMINATION" SHALL MEAN (I) IF THE
EMPLOYEE'S EMPLOYMENT IS TERMINATED BY HIS DEATH, THE DATE OF HIS DEATH, (II) IF
THE EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, ONE MONTH AFTER
THE DATE ON WHICH A NOTICE OF TERMINATION IS GIVEN OR ANY LATER DATE (UPON BY
THE PARTIES, AFTER THE GIVING OF SUCH NOTICE).
5.
Termination Payments.
(A)
WITHOUT URGENT CAUSE OR FOR GOOD REASON. IN THE EVENT OF A TERMINATION OF
THE EMPLOYEE'S EMPLOYMENT (A) BY THE COMPANY WITHOUT URGENT CAUSE OR (B) BY THE
EMPLOYEE FOR GOOD REASON, THE COMPANY SHALL PAY TO (OR IN THE CASE OF BUSINESS
EXPENSES PURSUANT TO CLAUSE (I), REIMBURSE) THE EMPLOYEE, OR HIS ESTATE IN THE
EVENT OF HIS DEATH, WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF TERMINATION,
(I) THE EMPLOYEE'S BASE SALARY THROUGH THE DATE OF TERMINATION AND OUTSTANDING
BUSINESS EXPENSES PURSUANT TO SECTION 2(E) HEREOF (TO THE EXTENT NOT THERETOFORE