EXECUTIVE'S RESPONSIBILITIES WITHOUT
THE CONSENT OF THE EXECUTIVE, (C) WITHOUT THE CONSENT OF THE EXECUTIVE, A
MATERIAL REDUCTION IN EMPLOYEE BENEFITS OTHER THAN A REDUCTION GENERALLY
APPLICABLE TO SIMILARLY SITUATED EXECUTIVES OF THE COMPANY, (D) WITHOUT THE
CONSENT OF THE EXECUTIVE, RELOCATION OF THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS OUTSIDE A FIFTY (50) MILE RADIUS OF LANCASTER, SOUTH CAROLINA, OR (E)
ANY FAILURE BY THE COMPANY TO PAY THE EXECUTIVE BASE SALARY OR ANY INCENTIVE
BONUS TO WHICH HE IS ENTITLED UNDER THE BONUS PLAN OR HEREUNDER WHICH FAILURE
HAS NOT BEEN CURED WITHIN TEN (10) DAYS AFTER NOTICE OF SUCH NONCOMPLIANCE HAS
BEEN GIVEN BY THE EXECUTIVE TO PARENT OR THE COMPANY OR ANY FAILURE OF THE
COMPENSATION COMMITTEE TO APPROVE A BONUS PLAN FOR ANY FISCAL YEAR.
(F)
ANY TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY PARENT OR THE COMPANY OR BY THE EXECUTIVE (OTHER THAN TERMINATION
PURSUANT TO SUBSECTION (A) OR (B) OF THIS SECTION 6) SHALL BE COMMUNICATED BY
WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY HERETO IN ACCORDANCE WITH
SECTION 13.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL
MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS
AGREEMENT RELIED UPON AND SHALL
5
SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
(G)
"DATE OF TERMINATION" SHALL MEAN (I) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS DEATH, THE DATE OF HIS DEATH, (II)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO SUBSECTION (B) ABOVE,
THE DATE AS OF WHICH THE PHYSICIAN'S WRITTEN OPINION IS RECEIVED BY PARENT OR
THE COMPANY, (III) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO
SUBSECTION (C) ABOVE, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION, AND (IV)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE DATE SIXTY
(60) DAYS FOLLOWING THE DATE ON WHICH A NOTICE OF TERMINATION IS GIVEN.
7.
COMPENSATION UPON TERMINATION, DEATH OR
DURING DISABILITY.
(A)
DISABILITY.
DURING ANY PERIOD THAT THE
EXECUTIVE FAILS TO PERFORM HIS DUTIES HEREUNDER AS A RESULT OF HIS INCAPACITY
DUE TO A PHYSICAL OR MENTAL CONDITION ("DISABILITY PERIOD"), THE EXECUTIVE SHALL
CONTINUE TO RECEIVE HIS FULL BASE SALARY AT THE RATE THEN IN EFFECT FOR SUCH
DISABILITY PERIOD (AND SHALL NOT BE ELIGIBLE FOR PAYMENTS UNDER THE DISABILITY
PLANS, PROGRAMS AND POLICIES MAINTAINED BY PARENT OR THE COMPANY OR IN
CONNECTION WITH EMPLOYMENT BY THE COMPANY ("DISABILITY PLANS")) UNTIL HIS
EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 6(B) HEREOF, AND UPON SUCH
TERMINATION, THE EXECUTIVE SHALL, WITHIN TEN (10) DAYS OF SUCH TERMINATION, BE
ENTITLED TO ALL AMOUNTS TO WHICH THE EXECUTIVE IS ENTITLED PURSUANT TO THE
DISABILITY PLANS.
THE EXECUTIVE'S RIGHTS UNDER ANY LONG-TERM DISABILITY PLAN
SHALL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN, BUT IN NO
EVENT WILL PARENT OR THE COMPANY MAINTAIN A LONG-TERM DISABILITY PLAN THAT
PROVIDES FOR PAYMENT OF LESS THAN 60% OF THE EXECUTIVE'S BASE SALARY.