OF EMPLOYMENT OCCURS AFTER
THE SECOND ANNIVERSARY OF THE DATE OF THE CHANGE IN CONTROL BUT BEFORE THE THIRD
ANNIVERSARY OF THE DATE OF THE CHANGE IN CONTROL, 1.5 TIMES THE TERMINATION
PAYMENT SUM.
THE LUMP SUM PAYMENT WILL BE PAID BY THE COMPANY TO EXECUTIVE IN
ACCORDANCE WITH THE FOLLOWING SCHEDULE: (I) IF EXECUTIVE IS A SPECIFIED
EMPLOYEE, THE COMPANY SHALL PAY EXECUTIVE THE LUMP SUM ON THE DATE THAT IS SIX
MONTHS FOLLOWING THE DATE ON WHICH EXECUTIVE INCURS A SEPARATION FROM SERVICE OR
(II) IF EXECUTIVE IS NOT A SPECIFIED EMPLOYEE, THE COMPANY SHALL PAY EXECUTIVE
THE LUMP SUM ON THE FIRST REGULAR EXECUTIVE PAYROLL DATE AFTER EXECUTIVE INCURS
A SEPARATION FROM SERVICE.
(D)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR
ANY REASON OTHER THAN AS SET FORTH IN PARAGRAPH 4(B) OR 4(C) ABOVE, EXECUTIVE
SHALL ONLY BE ENTITLED TO HER BASE SALARY THROUGH THE DATE OF TERMINATION OF
EMPLOYMENT; PROVIDED, HOWEVER, THAT IF SUCH EMPLOYMENT IS TERMINATED BY HER
DEATH, THE COMPANY SHALL CONTINUE TO COVER HER IMMEDIATE FAMILY UNDER HER
MEDICAL AND DENTAL INSURANCE FOR SIX MONTHS.
(E)
EXCEPT AS SET FORTH HEREIN, ALL OF
EXECUTIVE'S RIGHTS TO BENEFITS AND BONUSES, EXCEPT AS REQUIRED BY LAW (SUCH AS
COBRA) OR ANY APPLICABLE BENEFIT PLAN, AND, EXCEPT AS OTHERWISE PROVIDED HEREIN,
HEREUNDER SHALL CEASE UPON TERMINATION OF THE EMPLOYMENT PERIOD.
(F)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE"
SHALL MEAN (I) THE COMMISSION OF A FELONY OR A CRIME INVOLVING MORAL TURPITUDE
OR THE COMMISSION OF ANY OTHER ACT OR OMISSION
4
INVOLVING WILLFUL DISHONESTY, DISLOYALTY OR FRAUD WITH RESPECT TO THE COMPANY OR
ANY OF ITS SUBSIDIARIES, (II) CONDUCT TENDING TO BRING THE COMPANY OR ANY OF ITS
SUBSIDIARIES INTO SUBSTANTIAL PUBLIC DISGRACE OR DISREPUTE, (III) SUBSTANTIAL
AND REPEATED FAILURE, AFTER REASONABLE NOTICE AND OPPORTUNITY TO CURE, TO
PERFORM DUTIES CONSISTENT WITH THE OFFICE OF EXECUTIVE AS REASONABLY DIRECTED BY
THE BOARD, (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR (V) ANY BREACH OF PARAGRAPH 5 OR 6 OF THIS
AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, WHERE CAUSE IS AN ISSUE, THE BURDEN
OF PROOF RELATING TO CAUSE SHALL BE ON THE COMPANY, AS TO WHETHER OR NOT THERE
IS CAUSE, AND NOT ON EXECUTIVE TO PROVE THAT AN ACTION IS WITHOUT CAUSE.
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN:
(I)
REMOVAL, WITHOUT THE CONSENT OF
EXECUTIVE IN WRITING, FROM THE OFFICE OF PRESIDENT AND CHIEF EXECUTIVE OFFICER,
FAILURE OF EXECUTIVE TO BE NOMINATED AS A DIRECTOR OF THE COMPANY, FAILURE OF
THE COMPANY TO CAUSE THE ELECTION OF EXECUTIVE AS A DIRECTOR OF THE COMPANY, OR
ANY MATERIAL REDUCTION IN EXECUTIVE'S AUTHORITY OR RESPONSIBILITY, OTHER THAN AS
A RESULT OF A VALID TERMINATION FOR CAUSE;
(II)
THE MOVEMENT OF THE CHIEF EXECUTIVE OFFICE
OF THE COMPANY MORE THAN 50 MILES FROM ITS CURRENT LOCATION, UNLESS EXECUTIVE
SHALL APPROVE THEREOF;
(III)
A DIRECTIVE THAT EXECUTIVE NOT WORK
PRINCIPALLY AT THE COMPANY'S CHIEF EXECUTIVE OFFICE,