APPROVAL OF THE BOARD AS REQUIRED BY THE DEFINITION OF "CAUSE."
(C)
GOOD REASON.
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT FOR GOOD
REASON OR WITHOUT GOOD REASON.
(D)
NOTICE OF TERMINATION.
ANY TERMINATION BY THE EMPLOYER OR THE
EXECUTIVE SHALL BE COMMUNICATED BY A NOTICE OF TERMINATION TO THE OTHER PARTIES
HERETO GIVEN IN ACCORDANCE WITH SECTION 13(B) HEREOF.
THE FAILURE BY THE
EXECUTIVE OR THE EMPLOYER TO SET FORTH IN THE NOTICE OF TERMINATION ANY FACT OR
CIRCUMSTANCE WHICH CONTRIBUTES TO A SHOWING OF GOOD REASON OR CAUSE SHALL NOT
WAIVE ANY RIGHT OF THE EXECUTIVE OR THE EMPLOYER, RESPECTIVELY, HEREUNDER OR
PRECLUDE THE EXECUTIVE OR THE EMPLOYER, RESPECTIVELY, FROM ASSERTING SUCH FACT
OR CIRCUMSTANCE IN ENFORCING THE EXECUTIVE'S OR THE EMPLOYER'S RIGHTS HEREUNDER.
5.
OBLIGATIONS OF THE EMPLOYER UPON TERMINATION; CHANGE OF CONTROL.
FOR THE AVOIDANCE OF DOUBT, FOR PURPOSES OF THIS SECTION 5, A TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT WITH THE EMPLOYER SHALL ONLY OCCUR IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED WITH ALL EMPLOYER ENTITIES (AND ANY OTHER BREITBURN
ENTITIES WITH WHOM THE EXECUTIVE MAY BE OR BECOME EMPLOYED).
NOTWITHSTANDING
THE FOREGOING, THE PARTIES HEREBY ACKNOWLEDGE THAT CHANGES IN THE EXECUTIVE'S
STATUS AS AN EMPLOYEE OF THE VARIOUS EMPLOYER ENTITIES AND BREITBURN ENTITIES
(INCLUDING ANY TRANSFER OF THE EXECUTIVE'S EMPLOYMENT BETWEEN SUCH ENTITIES AND
ANY
5
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH ONE OR MORE, BUT
FEWER THAN ALL, SUCH ENTITIES) MAY, BUT SHALL NOT NECESSARILY, CONSTITUTE GOOD
REASON HEREUNDER, AND THAT THE EFFECT OF SUCH CHANGES ON THE EXECUTIVE'S
EMPLOYMENT RELATIONSHIP SHALL BE CONSIDERED IN DETERMINING WHETHER GOOD REASON
EXISTS HEREUNDER.
(A)
GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
IF,
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER TERMINATES THE EXECUTIVE'S EMPLOYMENT
WITHOUT CAUSE (OTHER THAN AS A CONSEQUENCE OF THE EXECUTIVE'S DEATH OR
DISABILITY, WHICH TERMINATIONS SHALL BE GOVERNED BY SECTION 5(C) BELOW), OR THE
EXECUTIVE TERMINATES HIS EMPLOYMENT WITH THE EMPLOYER FOR GOOD REASON, IN EITHER
CASE, IN A MANNER THAT CONSTITUTES A SEPARATION FROM SERVICE, THEN THE EXECUTIVE
SHALL BE ENTITLED TO RECEIVE THE PAYMENTS AND BENEFITS DESCRIBED BELOW IN THIS
SECTION 5(A).
(I)
(A) THE EXECUTIVE SHALL BE PAID, IN A SINGLE LUMP-SUM PAYMENT
WITHIN THIRTY (30) DAYS AFTER THE EXECUTIVE'S SEPARATION FROM SERVICE (OR ANY
SHORTER PERIOD PRESCRIBED BY LAW), THE AGGREGATE AMOUNT OF (1) THE EXECUTIVE'S
EARNED BUT UNPAID BASE SALARY AND ACCRUED BUT UNPAID VACATION PAY, IF ANY,
THROUGH THE DATE OF TERMINATION, AND (2) ANY UNREIMBURSED BUSINESS EXPENSES
INCURRED BY THE EXECUTIVE THROUGH THE DATE OF TERMINATION THAT ARE REIMBURSABLE
UNDER SECTION 3(B)(VI) ABOVE; AND (B) TO THE EXTENT NOT THERETOFORE PAID OR
PROVIDED, THE EMPLOYER SHALL TIMELY PAY OR PROVIDE TO THE EXECUTIVE ANY ACCRUED
BENEFITS AND OTHER AMOUNTS OR BENEFITS REQUIRED TO BE PAID OR PROVIDED PRIOR TO
THE DATE OF TERMINATION UNDER ANY OTHER PLAN, PROGRAM, POLICY, PRACTICE,
CONTRACT OR AGREEMENT OF THE EMPLOYER AND ITS AFFILIATES ACCORDING TO THEIR
TERMS (THE PAYMENTS AND BENEFITS DESCRIBED IN THIS SECTION 5(A)(I), THE "ACCRUED
OBLIGATIONS").