OF NON-PAYMENT AND REQUEST FOR
PAYMENT HAVE BEEN GIVEN TO THE COMPANY BY THE EXECUTIVE PURSUANT TO SECTION 12;
(III)
A CHANGE IN CONTROL OF THE COMPANY (AS
DEFINED BELOW) SHALL OCCUR DURING THE TERM OF THIS AGREEMENT AND, WITHIN 180
DAYS AFTER THE EFFECTIVE DATE OF ANY SUCH CHANGE IN CONTROL, THE EXECUTIVE
DELIVERS TO THE COMPANY A WRITTEN NOTICE OF HIS ELECTION TO TERMINATE THE
AGREEMENT EFFECTIVE AS OF THE DATE SET FORTH IN SUCH NOTICE, WHICH EFFECTIVE
DATE SHALL NOT BE LESS THAN 30 DAYS NOR MORE THAN 90 DAYS AFTER THE DATE OF
DELIVERY OF SUCH WRITTEN NOTICE.
FOR PURPOSES OF THIS SECTION, A CHANGE IN
CONTROL SHALL MEAN EITHER (I) A MERGER OR CONSOLIDATION OF THE COMPANY WITH OR
INTO
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ANOTHER COMPANY OR CORPORATION, OTHER THAN (A) A MERGER OR CONSOLIDATION WHICH
WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY OUTSTANDING IMMEDIATELY
PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY REMAINING OUTSTANDING OR BY
BEING CONVERTED INTO VOTING SECURITIES OF THE SURVIVING ENTITY) AT LEAST 75% OF
THE COMBINED VOTING POWER OF THE VOTING SECURITIES OF THE COMPANY OR SUCH
SURVIVING ENTITY OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION OR
(B) A MERGER OR CONSOLIDATION EFFECTED TO IMPLEMENT A RECAPITALIZATION OF THE
COMPANY (OR SIMILAR TRANSACTION) IN WHICH NO "PERSON" (AS SUCH TERM IS USED IN
SECTIONS 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED)
ACQUIRES MORE THAN 50% OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN
OUTSTANDING SECURITIES; OR (II) THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS; OR (III) A CHANGE IN THE IDENTITIES OF A MAJORITY OF THE
MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS WITHIN A ONE-YEAR PERIOD OR LESS; OR
(IV) THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY ANY PERSON OR RELATED GROUP OF
PERSONS (OTHER THAN THE COMPANY OR A PERSON THAT IS CONTROLLED BY THE COMPANY),
OF BENEFICIAL OWNERSHIP OF SECURITIES POSSESSING MORE THAN FIFTY PERCENT (50%)
OF THE TOTAL COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING SECURITIES.
(D)
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR BY HIM SHALL BE
COMMUNICATED BY A WRITTEN NOTICE ("NOTICE OF TERMINATION") THAT 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 THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
(E)
DATE OF TERMINATION, ETC.
"DATE OF
TERMINATION" SHALL MEAN (1) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS
DEATH, THE DATE OF HIS DEATH; (2) IF THE EXECUTIVE'S
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EMPLOYMENT IS TERMINATED FOR DISABILITY, THIRTY DAYS AFTER NOTICE OF TERMINATION
IS GIVEN; (3) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR CAUSE, THE DATE
SPECIFIED IN THE NOTICE OF TERMINATION; AND (4) IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION.
9.
COMPENSATION UPON TERMINATION OR DURING
DISABILITY.
THE EXECUTIVE SHALL BE ENTITLED TO THE