"TERMINATION OF EMPLOYMENT" MEANS THE TERMINATION OF YOUR
EMPLOYMENT AND SERVICE WITH THE COMPANY AND ALL AFFILIATES.
YOU WILL NOT BE
CONSIDERED AS HAVING HAD A TERMINATION OF EMPLOYMENT IF (I) YOU CONTINUE TO
PROVIDE SERVICES TO THE COMPANY OR ANY AFFILIATE AS AN EMPLOYEE OR INDEPENDENT
CONTRACTOR AT AN ANNUAL RATE THAT IS MORE THAN 20 PERCENT OF THE SERVICES
RENDERED, ON AVERAGE, DURING THE IMMEDIATELY PRECEDING 36 MONTHS OF EMPLOYMENT
(OR, IF EMPLOYED LESS THAN 36 MONTHS, SUCH LESSER PERIOD) OR (II) YOU ARE ON
MILITARY LEAVE, SICK LEAVE OR OTHER BONA FIDE LEAVE OF ABSENCE (SUCH AS
TEMPORARY EMPLOYMENT BY THE GOVERNMENT) SO LONG AS THE PERIOD OF SUCH LEAVE DOES
NOT EXCEED SIX MONTHS, OR IF LONGER, SO LONG AS YOUR RIGHT TO REEMPLOYMENT WITH
THE COMPANY OR ANY AFFILIATE IS PROVIDED EITHER BY STATUTE OR BY CONTRACT.
IF
THE PERIOD OF LEAVE (I) ENDS OR (II) EXCEEDS SIX MONTHS AND YOUR RIGHT TO
REEMPLOYMENT IS NOT PROVIDED EITHER BY STATUTE OR BY CONTRACT, THE TERMINATION
OF EMPLOYMENT WILL BE DEEMED TO OCCUR ON THE FIRST DATE IMMEDIATELY FOLLOWING
SUCH SIX-MONTH PERIOD IF NOT REEMPLOYED BY THE COMPANY OR ANY AFFILIATE BEFORE
SUCH TIME AND ELIGIBILITY FOR PAYMENTS AND BENEFITS HEREUNDER WILL BE DETERMINED
AS OF THAT TIME.
(R)
"TOTAL DISABILITY" MEANS YOUR INABILITY, THROUGH PHYSICAL OR
MENTAL ILLNESS OR ACCIDENT, TO PERFORM THE MAJORITY OF YOUR USUAL DUTIES AND
RESPONSIBILITIES HEREUNDER (AS SUCH DUTIES ARE CONSTITUTED ON THE DATE OF THE
COMMENCEMENT OF SUCH DISABILITY) IN THE MANNER AND TO THE EXTENT REQUIRED UNDER
THIS AGREEMENT FOR A PERIOD OF AT LEAST NINETY (90) CONSECUTIVE DAYS.
TOTAL
DISABILITY SHALL BE DEEMED TO HAVE OCCURRED ON THE FIRST DAY FOLLOWING THE
EXPIRATION OF SUCH NINETY (90) DAY PERIOD.
(S)
"TRADE SECRETS" MEANS ANY AND ALL INFORMATION CONCERNING, RELATING
TO AND/OR IN THE POSSESSION OF, THE COMPANY AND/OR ITS AFFILIATES AND/OR THE
BUSINESS OF THE COMPANY THAT QUALIFIES AS A TRADE SECRET AS DEFINED BY THE LAWS
OF THE STATE OF GEORGIA ON THE DATE OF THIS AGREEMENT AND AS SUCH LAWS ARE
AMENDED FROM TIME TO TIME THEREAFTER.
(T)
"VOTING STOCK" MEANS THE THEN OUTSTANDING SECURITIES OF AN ENTITY
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF MEMBERS OF THAT ENTITY'S BOARD OF
DIRECTORS.
5
2.
EMPLOYMENT; DUTIES.
(A)
THE COMPANY AGREES TO EMPLOY YOU AS CHIEF OPERATING OFFICER OF THE
COMPANY WITH THE DUTIES AND RESPONSIBILITIES GENERALLY ASSOCIATED WITH SUCH
POSITION AND SUCH OTHER REASONABLE ADDITIONAL RESPONSIBILITIES AND POSITIONS AS
MAY BE ADDED TO YOUR DUTIES FROM TIME TO TIME BY THE CHIEF EXECUTIVE OFFICER,
THE PRESIDENT OF THE COMPANY (EXCLUDING A PRESIDENT OF ANY DIVISION OF THE
COMPANY) OR THE BOARD OF DIRECTORS CONSISTENT WITH YOUR POSITION.
(B)
DURING YOUR EMPLOYMENT HEREUNDER, YOU SHALL (I) DILIGENTLY FOLLOW
AND IMPLEMENT ALL COMPANY EMPLOYEE POLICIES AND ALL MANAGEMENT POLICIES AND
DECISIONS COMMUNICATED TO YOU BY THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT OR
THE BOARD OF DIRECTORS; AND (II) TIMELY PREPARE AND FORWARD TO THE CHIEF