he is removed as Chief Executive Officer of
either CNB or Parent Corporation or as Chairman of the Board of Directors of
CNB, or any of these titles is removed from him, (ii) there is any material
reduction in his Annual Base Compensation, (iii) the Employer requires him to be
based at any office other than the corporate headquarters or moves the corporate
headquarters to any location which is more than 35 miles from the location where
it was based immediately prior thereto, or (iv) there is a Material Breach by
Employer (as defined below), such termination by Goldsmith shall for purposes of
this Agreement be treated in the same manner as a termination by the Employer of
his employment without good cause and shall be deemed to be a termination of
employment pursuant to this subparagraph 10(b).
A "Material Breach by Employer" shall be deemed to exist if:
(I)
THERE IS A MATERIAL BREACH OF THIS
AGREEMENT BY EMPLOYER;
9
(II)
WITHIN THIRTY (30) DAYS FOLLOWING THE
MATERIAL BREACH GOLDSMITH PROVIDES EMPLOYER WITH WRITTEN NOTICE SPECIFYING IN
REASONABLE DETAIL THE BASIS FOR HIS BELIEF THAT THERE HAS BEEN A MATERIAL BREACH
OF THIS AGREEMENT; AND
(III)
WITHIN THIRTY (30) DAYS OF RECEIPT OF THE
NOTICE EMPLOYER HAS NOT CURED THE MATERIAL BREACH OR, IF THE NATURE OF THE
MATERIAL BREACH IS SUCH THAT MORE THAN THIRTY (30) DAYS ARE REASONABLY REQUIRED
TO CURE THE MATERIAL BREACH, THEN THE EMPLOYER HAS NOT COMMENCED PERFORMANCE OF
A CURE WITHIN THE THIRTY (30) DAY PERIOD OR HAS NOT THEREAFTER DILIGENTLY
PROSECUTED SUCH PERFORMANCE TO COMPLETION.
(C)
TERMINATION BY DISABILITY. EMPLOYER MAY
TERMINATE THE EMPLOYMENT OF GOLDSMITH DURING THE TERM HEREOF OR THE TERM OF THE
AMENDED EMPLOYMENT AGREEMENT (AS HEREINAFTER DEFINED) BY WRITTEN NOTICE TO
GOLDSMITH IF GOLDSMITH SHALL BECOME INCAPABLE OF FULFILLING HIS OBLIGATIONS
HEREUNDER BECAUSE OF INJURY OR PHYSICAL OR MENTAL ILLNESS WHICH SHALL EXIST OR
MAY REASONABLY BE ANTICIPATED TO EXIST FOR A PERIOD OF TWELVE (12) CONSECUTIVE
MONTHS OR FOR AN AGGREGATE OF TWELVE (12) MONTHS DURING ANY TWENTY-FOUR (24)
MONTH PERIOD. IN THE EVENT THE EMPLOYMENT OF GOLDSMITH IS TERMINATED BY EMPLOYER
PURSUANT TO THIS SUBPARAGRAPH 10(C) BECAUSE OF INJURY OR PHYSICAL OR MENTAL
ILLNESS, EMPLOYER SHALL BE OBLIGATED TO PAY GOLDSMITH (OR HIS PERSONAL
REPRESENTATIVES) FROM AND AFTER THE TERMINATION OF HIS EMPLOYMENT THE SAME
AMOUNTS AND PROVIDE HIM WITH THE SAME BENEFITS FOR THE SAME PERIODS IT WOULD
HAVE PAID OR PROVIDED HIM HAD HIS EMPLOYMENT BEEN TERMINATED WITHOUT CAUSE
PURSUANT TO SUBPARAGRAPH 10(B) AS OF THE DATE HIS EMPLOYMENT IS TERMINATED
PURSUANT TO THIS SUBPARAGRAPH 10(C). IF THE EMPLOYMENT OF GOLDSMITH IS
TERMINATED PURSUANT TO THIS SUBPARAGRAPH 10(C), GOLDSMITH'S STOCK OPTIONS,
RESTRICTED STOCK AND RESTRICTED STOCK UNITS WILL BE TREATED AS PROVIDED IN
PARAGRAPH 7.
(D)
TERMINATION BY DEATH. EXCEPT FOR
COMPENSATION ACCRUED BUT NOT PAID AT THE DATE OF DEATH AND AS PROVIDED IN THIS
SUBPARAGRAPH 10(D), THE DEATH OF GOLDSMITH DURING THE TERM OF THIS AGREEMENT
SHALL TERMINATE THIS AGREEMENT AND