OFFICERS OF THE
COMPANY IN THE FUTURE, AFTER TAKING INTO ACCOUNT THE TERMS OF THIS AGREEMENT.
3
4.
TERM.
(A)
THIS AGREEMENT SHALL BECOME EFFECTIVE ON
APRIL 1, 2010, UNLESS TERMINATED BY EITHER PARTY PRIOR TO SUCH DATE.
UNLESS
RENEWED BY THE MUTUAL AGREEMENT OF THE COMPANY AND EXECUTIVE, THE EMPLOYMENT
PERIOD SHALL END ON JUNE 30, 2015; PROVIDED THAT (I) THE EMPLOYMENT PERIOD SHALL
TERMINATE PRIOR TO SUCH DATE IMMEDIATELY UPON EXECUTIVE'S RESIGNATION (WITH OR
WITHOUT GOOD REASON, AS DEFINED BELOW), DEATH OR DISABILITY (AS DEFINED BELOW)
AND (II) THE EMPLOYMENT PERIOD MAY BE TERMINATED IMMEDIATELY BY THE COMPANY AT
ANY TIME PRIOR TO SUCH DATE FOR CAUSE (AS DEFINED BELOW) OR WITHOUT CAUSE.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY TERMINATION OF THE EMPLOYMENT PERIOD BY
THE COMPANY SHALL BE EFFECTIVE AT SUCH TIME AS SPECIFIED IN A WRITTEN NOTICE
FROM THE COMPANY TO EXECUTIVE.
AT THE END OF THE EMPLOYMENT PERIOD, AT THE
REQUEST OF THE BOARD, EXECUTIVE AGREES TO OFFER TO RESIGN FROM THE BOARD, WHICH
OFFER MAY BE ACCEPTED BY THE THEN-CURRENT BOARD.
(B)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY
THE COMPANY OR ITS SUCCESSORS IN INTEREST WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
REASON PRIOR TO JUNE 30, 2015, EXECUTIVE SHALL BE ENTITLED TO CONTINUE TO
RECEIVE HIS BASE SALARY PAYABLE IN REGULAR INSTALLMENTS AS SPECIAL SEVERANCE
PAYMENTS (THE "SEVERANCE PAYMENTS") FROM THE DATE OF TERMINATION THROUGH THE
EARLIER TO OCCUR OF (I) JUNE 30, 2015 OR (II) TWO YEARS FROM THE DATE OF
TERMINATION (THE "SEVERANCE PERIOD"); PROVIDED, THAT IF EXECUTIVE RESIGNS FOR
GOOD REASON, SUCH SEVERANCE PAYMENTS SHALL BE INCREASED TO ALSO INCLUDE
EXECUTIVE'S TARGET BONUS UNDER THE KAIP DURING THE SEVERANCE PERIOD; PROVIDED
FURTHER, THAT TO THE EXTENT THAT THE PAYMENT OF ANY AMOUNT OF SEVERANCE PAYMENTS
CONSTITUTES "NONQUALIFIED DEFERRED COMPENSATION" FOR PURPOSES OF CODE
SECTION 409A (AS DEFINED BELOW), ANY SUCH PAYMENT SCHEDULED TO OCCUR DURING THE
FIRST SIXTY (60) DAYS FOLLOWING THE TERMINATION OF EMPLOYMENT SHALL NOT BE PAID
UNTIL THE FIRST REGULARLY SCHEDULED PAY PERIOD FOLLOWING THE SIXTIETH (60TH) DAY
FOLLOWING SUCH TERMINATION AND SHALL INCLUDE PAYMENT OF ANY AMOUNT THAT WAS
OTHERWISE SCHEDULED TO BE PAID PRIOR THERETO.
PAYMENT OF THE FOREGOING
SEVERANCE PAYMENTS SHALL BE CONDITIONED UPON THE EXECUTIVE EXECUTING AND
DELIVERING TO THE COMPANY THE GENERAL RELEASE SUBSTANTIALLY IN FORM AND
SUBSTANCE AS SET FORTH IN EXHIBIT A ATTACHED HERETO, EXECUTIVE'S CONTINUED
COMPLIANCE WITH THE PROVISIONS OF PARAGRAPHS 6 AND 7 HEREOF AND EXECUTIVE NOT
APPLYING FOR UNEMPLOYMENT COMPENSATION CHARGEABLE TO THE COMPANY DURING THE
SEVERANCE PERIOD.
THE GENERAL RELEASE CONTEMPLATED BY THE FOREGOING SENTENCE
MUST BE EXECUTED AND DELIVERED (AND NO LONGER SUBJECT TO REVOCATION, IF
APPLICABLE) WITHIN SIXTY (60) DAYS FOLLOWING TERMINATION. EXECUTIVE SHALL NOT BE
ENTITLED TO ANY OTHER SALARY, COMPENSATION OR BENEFITS AFTER TERMINATION OF THE
EMPLOYMENT PERIOD, INCLUDING UNDER ANY SEVERANCE PROGRAMS OF THE COMPANY
GENERALLY AVAILABLE TO OTHER EXECUTIVE OFFICERS OF THE COMPANY, EXCEPT AS
SPECIFICALLY PROVIDED FOR IN THE COMPANY'S EMPLOYEE BENEFIT PLANS, THE CIC
AGREEMENT OR