THE PURPOSE OF CONSIDERING
SUCH TERMINATION (AFTER REASONABLE NOTICE TO THE EXECUTIVE AND AN OPPORTUNITY
FOR THE EXECUTIVE, TOGETHER WITH THE EXECUTIVE'S COUNSEL, TO BE HEARD BEFORE THE
BOARD) FINDING THAT, IN THE GOOD FAITH OPINION OF THE BOARD, THE EXECUTIVE WAS
GUILTY OF CONDUCT SET FORTH IN CLAUSE (I) OR (II) OF THE DEFINITION OF CAUSE
HEREIN, AND SPECIFYING THE PARTICULARS THEREOF IN DETAIL.
7.2
DATE OF TERMINATION. "DATE OF TERMINATION," WITH RESPECT TO ANY
PURPORTED TERMINATION OF THE EXECUTIVE'S EMPLOYMENT AFTER A CHANGE IN CONTROL
AND DURING THE TERM OF THIS AGREEMENT, SHALL MEAN (I) IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF
TERMINATION IS GIVEN (PROVIDED THAT THE EXECUTIVE SHALL NOT HAVE RETURNED TO THE
FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES DURING SUCH THIRTY (30) DAY
PERIOD), AND (II) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER
REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION (WHICH, IN THE CASE OF A
TERMINATION BY THE COMPANY, SHALL NOT BE LESS THAN THIRTY (30) DAYS (EXCEPT IN
THE CASE OF A TERMINATION FOR CAUSE) AND, IN THE CASE OF A TERMINATION BY THE
EXECUTIVE, SHALL NOT BE LESS THAN FIFTEEN (15) DAYS NOR MORE THAN SIXTY (60)
DAYS, RESPECTIVELY, FROM THE DATE SUCH NOTICE OF TERMINATION IS GIVEN).
7.3
DISPUTE CONCERNING TERMINATION. IF PRIOR TO THE DATE OF
TERMINATION (AS DETERMINED WITHOUT REGARD TO THIS SECTION 7.3), THE PARTY
RECEIVING A NOTICE OF TERMINATION NOTIFIES THE OTHER PARTY THAT A DISPUTE EXISTS
CONCERNING THE TERMINATION, THE DATE OF TERMINATION SHALL BE THE DATE ON WHICH
THE DISPUTE IS FINALLY RESOLVED, EITHER BY MUTUAL WRITTEN AGREEMENT OF THE
PARTIES OR BY A FINAL JUDGMENT, ORDER OR DECREE (WHICH IS NOT APPEALABLE OR WITH
RESPECT TO WHICH THE TIME FOR APPEAL THEREFROM HAS EXPIRED AND NO APPEAL HAS
BEEN PERFECTED) OF A COURT OF COMPETENT JURISDICTION; PROVIDED, HOWEVER, THAT
THE DATE OF TERMINATION SHALL BE EXTENDED BY A NOTICE OF DISPUTE ONLY IF SUCH
NOTICE IS GIVEN IN GOOD FAITH AND THE PARTY GIVING SUCH NOTICE PURSUES THE
RESOLUTION OF SUCH DISPUTE WITH REASONABLE DILIGENCE.
7.4
COMPENSATION DURING DISPUTE. IF A PURPORTED TERMINATION OCCURS
FOLLOWING A CHANGE IN CONTROL AND DURING THE TERM OF THIS AGREEMENT, AND SUCH
TERMINATION IS DISPUTED IN ACCORDANCE WITH SECTION 7.3 HEREOF, THE COMPANY SHALL
CONTINUE TO PAY THE EXECUTIVE THE FULL COMPENSATION IN EFFECT WHEN THE NOTICE
GIVING RISE TO THE DISPUTE WAS GIVEN (INCLUDING, BUT NOT LIMITED TO, SALARY) AND
CONTINUE THE EXECUTIVE AS A PARTICIPANT IN ALL COMPENSATION, BENEFIT AND
INSURANCE PLANS IN WHICH THE EXECUTIVE WAS PARTICIPATING WHEN THE NOTICE GIVING
RISE TO THE DISPUTE WAS GIVEN, UNTIL THE DISPUTE IS FINALLY RESOLVED IN
ACCORDANCE WITH SECTION 7.3 HEREOF. AMOUNTS PAID UNDER THIS SECTION 7.4 ARE IN
ADDITION TO ALL OTHER AMOUNTS DUE UNDER THIS
6
AGREEMENT (OTHER THAN THOSE DUE UNDER SECTION 5.2 HEREOF) AND SHALL NOT BE
OFFSET AGAINST OR REDUCE ANY OTHER AMOUNTS DUE UNDER THIS AGREEMENT.
8.
NO MITIGATION.