THE BUSINESS OR OTHER ACTIVITIES FOR WHICH
THE EXECUTIVE WAS RESPONSIBLE IMMEDIATELY PRIOR TO A CHANGE IN CONTROL, THE
EXECUTIVE HAS BEEN RENDERED SUBSTANTIALLY UNABLE TO CARRY OUT, HAS
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BEEN SUBSTANTIALLY HINDERED IN THE PERFORMANCE OF, OR HAS SUFFERED A SUBSTANTIAL
REDUCTION IN ANY OF THE AUTHORITIES, POWERS, FUNCTIONS, RESPONSIBILITIES OR
DUTIES ATTACHED TO THE POSITION(S) HELD BY THE EXECUTIVE IMMEDIATELY PRIOR TO
THE CHANGE IN CONTROL, WHICH SITUATION IS NOT REMEDIED WITHIN TEN (10) CALENDAR
DAYS AFTER WRITTEN NOTICE TO THE COMPANY FROM THE EXECUTIVE OF SUCH
DETERMINATION;
(D)
THE LIQUIDATION, DISSOLUTION, MERGER,
CONSOLIDATION OR REORGANIZATION OF THE COMPANY OR TRANSFER OF ALL OR A
SIGNIFICANT PORTION OF ITS BUSINESS AND/OR ASSETS (INCLUDING, WITHOUT
LIMITATION, BY MEANS OF THE SALE OF THE CAPITAL STOCK OR ASSETS OF ONE OR MORE
DIRECT OR INDIRECT SUBSIDIARIES OF THE COMPANY), UNLESS THE SUCCESSOR (BY
LIQUIDATION, MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE) TO WHICH ALL OR
A SIGNIFICANT PORTION OF ITS BUSINESS AND/OR ASSETS HAVE BEEN TRANSFERRED
(DIRECTLY OR BY OPERATION OF LAW) SHALL HAVE ASSUMED ALL DUTIES AND OBLIGATIONS
OF THE COMPANY UNDER THIS AGREEMENT PURSUANT TO SECTION 11 HEREOF (IN WHICH
CASE, SUCH ENTITY SHALL BE DEEMED TO BE THE "COMPANY" HEREUNDER);
(E)
THE COMPANY SHALL REQUIRE (I) THAT THE
PRINCIPAL PLACE OF WORK OF THE EXECUTIVE OR THE APPROPRIATE PRINCIPAL EXECUTIVE
OFFICE OF THE COMPANY OR THE COMPANY'S OPERATING DIVISION OR SUBSIDIARY FOR
WHICH THE EXECUTIVE PERFORMED THE MAJORITY OF HIS SERVICES DURING THE TWELVE
(12) - MONTH PERIOD PRECEDING THE CHANGE IN CONTROL BE CHANGED TO ANY LOCATION
WHICH IS IN EXCESS OF FORTY (40) MILES FROM THE LOCATION THEREOF IMMEDIATELY
PRIOR TO THE CHANGE IN CONTROL OR (II) THAT THE EXECUTIVE TRAVEL AWAY FROM THE
EXECUTIVE'S OFFICE IN THE COURSE OF DISCHARGING THE EXECUTIVE'S RESPONSIBILITIES
OR DUTIES HEREUNDER MORE (IN TERMS OF EITHER CONSECUTIVE DAYS OR AGGREGATE DAYS
IN ANY CALENDAR YEAR) THAN WAS REQUIRED OF THE EXECUTIVE PRIOR TO THE CHANGE IN
CONTROL, WITHOUT, IN EITHER CASE, THE EXECUTIVE'S PRIOR CONSENT; OR
(F)
ANY MATERIAL BREACH OF THIS AGREEMENT BY THE
COMPANY OR ANY SUCCESSOR THERETO.
(C)
A TERMINATION BY THE COMPANY PURSUANT TO
SUBSECTION 4(A) HEREOF OR BY THE EXECUTIVE PURSUANT TO SUBSECTION 4(B) HEREOF
SHALL NOT AFFECT ANY RIGHTS WHICH THE EXECUTIVE MAY HAVE PURSUANT TO ANY
AGREEMENT, POLICY, PLAN, PROGRAM OR ARRANGEMENT OF THE COMPANY PROVIDING
EMPLOYEE BENEFITS, WHICH RIGHTS SHALL BE GOVERNED BY THE TERMS THEREOF.
IF THIS
AGREEMENT OR THE EMPLOYMENT OF THE EXECUTIVE IS TERMINATED UNDER CIRCUMSTANCES
IN
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WHICH THE EXECUTIVE IS NOT ENTITLED TO ANY PAYMENTS UNDER SECTIONS 3 OR 5
HEREOF, THEN NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE EXECUTIVE
SHALL HAVE NO FURTHER OBLIGATION OR LIABILITY TO THE COMPANY HEREUNDER WITH
RESPECT TO THE EXECUTIVE'S PRIOR OR ANY FUTURE EMPLOYMENT BY THE COMPANY.
5.
SEVERANCE COMPENSATION:
(A)
IF, FOLLOWING THE OCCURRENCE OF A CHANGE IN
CONTROL, (X) THE COMPANY SHALL TERMINATE THE EXECUTIVE'S EMPLOYMENT DURING THE
PERIOD OF EMPLOYMENT OTHER THAN PURSUANT TO SUBSECTION 4(A)