INCAPACITY SUBSTANTIALLY TO PERFORM
HIS DUTIES FOR THE COMPANY ON A FULL-TIME BASIS FOR A CONTINUOUS PERIOD OF SIX
(6) MONTHS.
5.7
"GOOD REASON".
A "GOOD REASON" FOR
TERMINATION BY EXECUTIVE OF EXECUTIVE'S EMPLOYMENT SHALL MEAN THE OCCURRENCE
DURING THE TERM
(WITHOUT THE EXECUTIVE'S EXPRESS WRITTEN CONSENT) OF ANY ONE OF
THE ACTS OR FAILURES TO ACT BY THE COMPANY SET FORTH IN (A) THROUGH (E) BELOW,
AND SATISFACTION OF THE FOLLOWING CONDITIONS:
(I) THE EXECUTIVE PROVIDES NOTICE
TO THE COMPANY OF SUCH GOOD REASON CONDITION WITHIN 90 DAYS OF ITS INITIAL
EXISTENCE, (II) THE COMPANY IS GIVEN 30 DAYS TO REMEDY THE GOOD REASON CONDITION
AND FAILS TO DO SO, AND (III) THE EXECUTIVE TERMINATES EMPLOYMENT WITHIN ONE
YEAR OF THE INITIAL EXISTENCE OF THE GOOD REASON CONDITION.
FOR PURPOSES OF
THIS AGREEMENT, THE GOOD REASON CONDITIONS ARE AS FOLLOWS:
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(A)
A MATERIAL ADVERSE CHANGE IN THE NATURE OR
STATUS OF EXECUTIVE'S JOB RESPONSIBILITIES FROM THOSE SET FORTH IN SECTION 1(A)
ABOVE;
(B)
THE RELOCATION OF THE COMPANY'S PRINCIPAL
EXECUTIVE OFFICES TO A LOCATION MORE THAN FIFTY (50) MILES FROM PORTLAND, OREGON
OR THE COMPANY'S REQUIRING EXECUTIVE TO BE BASED ANYWHERE OTHER THAN THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICES, EXCEPT FOR REASONABLY REQUIRED TRAVEL ON
THE COMPANY'S BUSINESS;
(C)
A MATERIAL REDUCTION BY THE COMPANY IN
EXECUTIVE'S BASE SALARY AS IN EFFECT ON THE DATE HEREOF OR AS THE SAME MY BE
INCREASED FROM TIME TO TIME;
(D)
A MATERIAL REDUCTION BY THE COMPANY IN THE
COMPENSATION AND BENEFITS PROVIDED IN THE AGGREGATE TO EXECUTIVE ON THE DATE
HEREOF UNDER THE COMPANY'S 401(K), DEFERRED COMPENSATION, INCENTIVE
COMPENSATION, LIFE INSURANCE, HEALTH CARE, AD&D, OR DISABILITY PLANS; AND
(E)
THE FAILURE BY THE COMPANY TO OBTAIN A
SUCCESSOR'S CONSENT TO BE BOUND BY THE AGREEMENT AS PROVIDED IN SECTION 8.1.
The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness.
The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.
5.8
"PERSON" .
ANY INDIVIDUAL, CORPORATION,
BANK, PARTNERSHIP, JOINT VENTURE, ASSOCIATION, JOINT-STOCK COMPANY, TRUST,
UNINCORPORATED ORGANIZATION OR OTHER ENTITY.
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5.9
"PRESENT VALUE".
THE TERM "PRESENT VALUE" ON ANY PARTICULAR DATE
SHALL HAVE THE SAME MEANING AS PROVIDED IN SECTION 280G(D)(4) OF THE CODE.
6.
TERMINATION PROCEDURES.
6.1
NOTICE OF TERMINATION.
DURING THE TERM OF THIS AGREEMENT, ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH)
SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO
THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 10.
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 SET
FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
FURTHER, A NOTICE OF TERMINATION