AMOUNT, THE
"SEVERANCE"). THE SEVERANCE SHALL BE PAYABLE IN EQUAL MONTHLY INSTALLMENTS
(EACH, A "SEVERANCE INSTALLMENT") OVER THE TWELVE (12) MONTH PERIOD COMMENCING
NO EARLIER THAN THE SECOND OF COMPANY'S STANDARD PAYROLL DATES FALLING AFTER
SUCH TERMINATION; PROVIDED, HOWEVER, THAT, IF NECESSARY TO AVOID THE APPLICATION
OF SECTION 409A OF THE CODE TO THE SEVERANCE, EMPLOYEE SHALL NOT RECEIVE ANY
INSTALLMENT PAYMENT UNTIL THE FIRST SCHEDULED PAYROLL DATE THAT OCCURS MORE THAN
SIX MONTHS FOLLOWING THE DATE OF TERMINATION OF EMPLOYMENT (THE "FIRST PAYMENT
DATE"), AND, ON THE FIRST PAYMENT DATE, COMPANY WILL PAY EMPLOYEE AN AMOUNT
EQUAL TO THE SUM OF ALL SEVERANCE INSTALLMENTS THAT WOULD HAVE BEEN PAYABLE IN
RESPECT OF THE PERIOD PRECEDING THE FIRST PAYMENT DATE BUT FOR THE DELAY IMPOSED
ON ACCOUNT OF THE AFOREMENTIONED SECTION 409A; AND
(B) PROVIDE CONTINUED HEALTH AND LIFE INSURANCE BENEFITS FOR EMPLOYEE AND HIS
SPOUSE AND DEPENDENTS, IF ANY, FOR A 24 MONTH PERIOD FOLLOWING THE DATE OF
EMPLOYEE'S TERMINATION OF EMPLOYMENT, ON THE SAME BASIS AS SUCH BENEFITS WERE
PROVIDED DURING EMPLOYEE'S EMPLOYMENT WITH COMPANY; PROVIDED, THAT
COMPANY'S
OBLIGATION TO PROVIDE SUCH HEALTH AND LIFE INSURANCE BENEFITS SHALL CEASE WITH
RESPECT TO SUCH BENEFITS AT THE TIME EMPLOYEE BECOMES ELIGIBLE FOR SUCH BENEFITS
FROM ANOTHER EMPLOYER.
(C)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN, (I) THE
CONTINUED FAILURE BY EMPLOYEE (OTHER THAN ANY SUCH FAILURE RESULTING FROM (A)
THE EMPLOYEE'S INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS, OR (B) THE
COMPANY'S OBSTRUCTION OF THE PERFORMANCE OF THE EMPLOYEE'S DUTIES AND
RESPONSIBILITIES) TO PERFORM SUBSTANTIALLY
3
THE DUTIES AND RESPONSIBILITIES OF EMPLOYEE'S POSITION WITH THE COMPANY AFTER A
WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE EMPLOYEE BY THE
BOARD OF DIRECTORS OF COMPANY (THE "BOARD"), WHICH DEMAND SPECIFICALLY
IDENTIFIES THE MANNER IN WHICH THE BOARD BELIEVES THAT EMPLOYEE HAS NOT
SUBSTANTIALLY PERFORMED SUCH DUTIES OR RESPONSIBILITIES AND SUGGESTS CORRECTIVE
ACTION THAT IS CAPABLE OF BEING IMPLEMENTED WITHIN A REASONABLE PERIOD; (II) THE
CONVICTION, OR PLEA OF GUILTY OR NOLO CONTENDERE, OF EMPLOYEE BY A COURT OF
COMPETENT JURISDICTION FOR FELONY CRIMINAL CONDUCT;
(III) EMPLOYEE'S
INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE IN CONNECTION WITH EMPLOYEE'S DUTIES,
OR AN ACT OF FRAUD OR MATERIAL ACT OF DISHONESTY BY EMPLOYEE, OR (IV) EMPLOYEE'S
MATERIAL VIOLATION OF A PROVISION OF PARENT'S CODE OF CONDUCT, AS SUCH CODE OF
CONDUCT OR ITS EQUIVALENT POLICIES MAY BE IN EFFECT FROM TIME TO TIME.
(D)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" MEANS: (I) A
SIGNIFICANT ADVERSE CHANGE IN THE NATURE OR SCOPE OF EMPLOYEE'S COMPANY-RELATED
AUTHORITY OR DUTIES,
(II) A SIGNIFICANT REDUCTION IN COMPENSATION OR BENEFITS
PROVIDED BY
COMPANY, OR (III) THE GEOGRAPHICAL LOCATION WHERE EMPLOYEE IS
REQUIRED TO PERFORM PRINCIPAL DUTIES IS MOVED TO A LOCATION MORE THAN FIFTY (50)
MILES FROM SUCH LOCATION EXISTING AT THE DATE HEREOF; PROVIDED THAT, A
TERMINATION BY EMPLOYEE WITH GOOD REASON SHALL BE EFFECTIVE ONLY IF, WITHIN
SIXTY (60)
DAYS FOLLOWING EMPLOYEE'S FIRST BECOMING AWARE OF THE CIRCUMSTANCES
GIVING RISE TO GOOD REASON, EMPLOYEE