CONNECTION WITH AN ACROSS THE BOARD
REDUCTION OF THE BASE SALARIES OF THE SENIOR EXECUTIVES OF THE COMPANY THAT
RESULTS IN AN AGGREGATE REDUCTION IN THE RATE OF EXECUTIVE'S BASE SALARY OF NO
MORE THAN TEN PERCENT (10%) DURING THE EMPLOYMENT PERIOD), (III) A MATERIAL
BREACH OF THIS AGREEMENT BY THE COMPANY OR (IV) THE COMPANY DELIVERS TO
EXECUTIVE NOTICE OF THE COMPANY'S INTENT NOT TO RENEW THIS AGREEMENT AT THE END
OF THE INITIAL TERM OR AT THE END OF ANY ADDITIONAL TERM IN ACCORDANCE WITH
SECTION 2(A).
EXECUTIVE AGREES THAT A CORPORATE REORGANIZATION BY THE COMPANY
AND/OR ITS AFFILIATES PURSUANT TO WHICH THE COMPANY CEASES TO EXIST OR
EXECUTIVE'S TITLE IS CHANGED SHALL NOT CONSTITUTE GOOD REASON HEREUNDER SO LONG
AS THERE IS NO MATERIAL DIMINUTION OR CHANGE IN THE NATURE OF EXECUTIVE'S DUTIES
DESCRIBED HEREIN.
(D)
NOTICE OF TERMINATION.
ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT
BY THE COMPANY PURSUANT TO SECTION 7(A) OR 7(B), OR BY EXECUTIVE PURSUANT TO
SECTION 7(C), SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF TERMINATION ADDRESSED
TO THE OTHER PARTY TO THIS AGREEMENT.
A "NOTICE OF TERMINATION" SHALL MEAN A
NOTICE STATING THAT EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAS BEEN OR WILL BE
TERMINATED AND THE SPECIFIC PROVISIONS OF THIS SECTION 7 UNDER WHICH SUCH
TERMINATION IS BEING EFFECTED.
(E)
PAYMENTS UPON CERTAIN TERMINATIONS.
(I)
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
IN THE EVENT OF A
TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR A
TERMINATION BY EXECUTIVE OF EXECUTIVE'S EMPLOYMENT FOR GOOD REASON IN EITHER
SUCH CASE DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL PAY TO EXECUTIVE (OR,
FOLLOWING EXECUTIVE'S DEATH, EXECUTIVE'S BENEFICIARIES) ANY ACCRUED AND UNPAID
BASE SALARY AND VACATION EARNED THROUGH THE DATE OF TERMINATION, PLUS, AS
LIQUIDATED DAMAGES IN RESPECT OF CLAIMS BASED ON PROVISIONS OF THIS AGREEMENT
6
AND PROVIDED THAT EXECUTIVE EXECUTES AND DELIVERS A GENERAL RELEASE OF ALL
CLAIMS IN SUBSTANTIALLY THE FORM SET FORTH AS EXHIBIT A TO THIS AGREEMENT, WHICH
RELEASE SHALL NOT HAVE BEEN REVOKED,
(X) AN AMOUNT, PAYABLE IN ONE LUMP SUM
DURING THE FISCAL YEAR AFTER THE DATE OF TERMINATION ON OR ABOUT THE SAME TIME
AS OTHER SENIOR EXECUTIVES RECEIVE THEIR ANNUAL INCENTIVE BONUS FROM THE COMPANY
FOR THE FISCAL YEAR OF THE COMPANY THAT INCLUDES THE DATE OF TERMINATION, EQUAL
TO THE PRODUCT OF (A) EXECUTIVE'S ANNUAL CASH BONUSES FOR THE FISCAL YEAR WHICH
INCLUDES THE DATE OF TERMINATION AS DETERMINED IN ACCORDANCE WITH SECTIONS
4(A) AND 4(B), AND (B) A FRACTION, THE NUMERATOR OF WHICH IS EQUAL TO THE NUMBER
OF DAYS IN SUCH FISCAL YEAR THAT PRECEDE THE DATE OF TERMINATION AND THE
DENOMINATOR OF WHICH IS EQUAL TO 365, PLUS, (Y) CONTINUED PAYMENT OF HIS BASE
SALARY FOR THE GREATER OF THE BALANCE OF THE INITIAL TERM OR 12 MONTHS (THE
"SEVERANCE PERIOD"), WHICH SHALL BE PAYABLE IN INSTALLMENTS ON THE COMPANY'S
REGULAR PAYROLL DATES, PLUS, (Z) A SERIES OF LUMP SUM PAYMENTS, PAYABLE EACH
FISCAL YEAR OF THE COMPANY BEGINNING WITH