REASONABLE DETERMINATION OF THE COMPANY, BECOME UNABLE
TO PERFORM BY REASON OF PHYSICAL OR MENTAL INCOMPETENCY YOUR OBLIGATIONS
HEREUNDER FOR A PERIOD OF 120 DAYS IN ANY 365 DAY PERIOD.
IT IS UNDERSTOOD AND
AGREED THAT IN THE EVENT THAT THIS AGREEMENT IS TERMINATED (X) BY THE COMPANY IN
ACCORDANCE WITH THE SECOND SENTENCE OF THIS SECTION 3 OTHER THAN FOR CAUSE (AS
DEFINED BELOW), (Y) BY YOU UPON WRITTEN NOTICE FOR GOOD REASON (AS DEFINED
BELOW), OR (Z) BY YOU UPON WRITTEN NOTICE WITHIN TWELVE MONTHS OF A CHANGE IN
CONTROL (AS DEFINED BELOW), THEN SUBJECT TO (I) YOUR EXECUTION AND DELIVERY OF
THE COMPANY'S THEN CURRENT FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE
APPLICABLE TO SIMILARLY SITUATED EMPLOYEES AND (II) THE EXPIRATION OF ANY
RESCISSION PERIOD PROVIDED THEREBY (WITHOUT THE RESCISSION HAVING BEEN
EXERCISED), YOU SHALL, AS YOUR SOLE AND EXCLUSIVE REMEDY, BE ENTITLED TO (I)
RECEIVE AS SEVERANCE YOUR THEN APPLICABLE BASE SALARY HEREUNDER FOR A PERIOD OF
TWELVE MONTHS (THE "SPECIFIED PERIOD"), PAYABLE IN REGULAR INSTALLMENTS IN
ACCORDANCE WITH THE COMPANY'S APPLICABLE PAYROLL PRACTICE FOR SALARIED EMPLOYEES
AND (II) DURING THE SPECIFIED PERIOD, HAVE THE COMPANY MAKE AVAILABLE TO YOU
(AND/OR PAY COBRA PREMIUMS ON) MEDICAL AND DENTAL BENEFITS ON THE SAME TERMS AND
CONDITIONS AS WOULD HAVE BEEN MADE AVAILABLE TO YOU HAD YOU REMAINED EMPLOYED BY
THE COMPANY DURING SUCH PERIOD.
EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING
SENTENCE OR IN SECTION 5 BELOW, IN THE EVENT OF THE TERMINATION OF THIS
AGREEMENT OR YOUR EMPLOYMENT FOR ANY REASON, THE COMPANY SHALL HAVE NO FURTHER
OBLIGATIONS TO YOU HEREUNDER OR WITH RESPECT TO YOUR EMPLOYMENT FROM THE
EFFECTIVE DATE OF TERMINATION.
"CAUSE" SHALL MEAN THE OCCURRENCE OF ANY ONE OR
MORE OF THE FOLLOWING EVENTS:
(I) YOUR WILLFUL FAILURE OR GROSS NEGLIGENCE IN
PERFORMANCE OF YOUR DUTIES OR COMPLIANCE WITH THE REASONABLE DIRECTIONS OF THE
CEO OR THE BOARD THAT REMAINS UNREMEDIED FOR A PERIOD OF TWENTY (20) DAYS AFTER
THE CEO OR THE BOARD HAS GIVEN WRITTEN NOTICE SPECIFYING IN REASONABLE DETAIL
YOUR FAILURE TO PERFORM SUCH DUTIES OR COMPLY WITH SUCH DIRECTIONS; (II) YOUR
FAILURE TO COMPLY WITH A MATERIAL EMPLOYMENT POLICY OF THE COMPANY THAT REMAINS
UNREMEDIED FOR A PERIOD OF TWENTY (20) DAYS AFTER THE CEO OR THE BOARD HAS GIVEN
WRITTEN NOTICE TO YOU SPECIFYING IN REASONABLE DETAIL YOUR FAILURE TO COMPLY; OR
(III) YOUR COMMISSION OF (A) A FELONY, OR (B) FRAUD, IN THE CASE OF (A) OR (B)
WHICH DIRECTLY OR INDIRECTLY RESULTS IN A MATERIAL DETRIMENT TO THE COMPANY,
INCLUDING BUT NOT LIMITED TO A MATERIAL DETRIMENT TO THE COMPANY'S REPUTATION.
"GOOD REASON" SHALL MEAN (I) A MATERIAL DIMINUTION IN YOUR DUTIES AND
RESPONSIBILITIES DESCRIBED IN SECTION 1 ABOVE (OTHER THAN AS A RESULT OF YOUR
FAILURE TO PERFORM YOUR DUTIES AND RESPONSIBILITIES IN ACCORDANCE WITH THIS
AGREEMENT), (II) A REDUCTION IN YOUR BASE SALARY, OR (III) YOUR BEING REQUIRED
BY THE COMPANY TO PERMANENTLY RELOCATE YOUR PRIMARY WORK LOCATION TO A LOCATION
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