INTO HIS POSSESSION IN THE COURSE OF
HIS EMPLOYMENT HEREUNDER AND SHALL NOT RETAIN ANY COPIES THEREOF.
7.
TERMINATION.
THE EXECUTIVE'S EMPLOYMENT SHALL
TERMINATE UPON:
(A)
THE
EXECUTIVE'S DEATH;
(B)
THE
EXECUTIVE'S DISABILITY.
"DISABILITY" MEANS THE EXECUTIVE'S INABILITY TO PERFORM
THE DUTIES AND RESPONSIBILITIES REQUIRED OF HIM HEREUNDER DUE TO A PHYSICAL
AND/OR MENTAL DISABILITY FOR A PERIOD OF SIX (6) CONSECUTIVE MONTHS OR FOR MORE
THAN ONE-HUNDRED EIGHTY (180) WORKING DAYS, WHETHER OR NOT CONSECUTIVE, DURING
ANY TWELVE (12)- MONTH PERIOD; PROVIDED THAT ANY SUCH PERIODS MAY BE EXTENDED AT
THE SOLE DISCRETION OF THE BOARD.
FROM THE DATE ON WHICH SUCH DISABILITY
COMMENCES THROUGH THE DATE ON WHICH THE EXECUTIVE'S EMPLOYMENT HEREUNDER IS
TERMINATED BY REASON OF SUCH DISABILITY, THE EXECUTIVE SHALL CONTINUE TO RECEIVE
THE BASE SALARY (LESS ANY COMPANY-PAID BENEFITS THAT HE RECEIVES, SUCH AS
SHORT-TERM DISABILITY OR WORKERS COMPENSATION, DURING SUCH PERIOD);
(C)
THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY FOR CAUSE.
"CAUSE"
MEANS THE EXECUTIVE'S (I) CONVICTION OF AN OFFENSE (OTHER THAN A ROAD TRAFFIC
OFFENSE OR
6
OTHER NON-MATERIAL OFFENSE NOT SUBJECT TO A CUSTODIAL SENTENCE) OR (II) WILLFUL
GROSS NEGLIGENCE OR WILLFUL GROSS MISCONDUCT BY THE EXECUTIVE IN CONNECTION WITH
HIS EMPLOYMENT WITH THE COMPANY OR A GROUP COMPANY WHICH CAUSES OR IS LIKELY TO
CAUSE MATERIAL LOSS OR DAMAGE TO THE COMPANY OR SUCH GROUP COMPANY;
(D)
THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE EXECUTIVE FOR GOOD REASON.
"GOOD REASON" MEANS, WITHOUT THE EXECUTIVE'S CONSENT, (I) A DECREASE IN THE
EXECUTIVE'S BASE SALARY (EXCEPT AS AUTHORIZED UNDER SECTION 4(A) ABOVE) OR ANY
MATERIAL DECREASE IN BONUS OPPORTUNITY, (II) A MATERIAL DIMINUTION IN THE
AUTHORITY, DUTIES OR RESPONSIBILITIES OF THE EXECUTIVE'S POSITION WITH THE
RESULT THAT THE EXECUTIVE MAKES A DETERMINATION IN GOOD FAITH THAT HE CANNOT
CONTINUE TO CARRY OUT HIS JOB IN SUBSTANTIALLY THE SAME MANNER AS IT WAS
INTENDED TO BE CARRIED OUT IMMEDIATELY BEFORE SUCH DIMINUTION, (III) A
RELOCATION OF THE EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT BY MORE THAN FIFTY
(50) MILES FROM THE LOCATION AT WHICH HE IS THEN PRINCIPALLY EMPLOYED OR (IV) A
MATERIAL BREACH BY THE COMPANY OF THE TERMS OF THIS AGREEMENT OR OF ANY AWARD TO
THE EXECUTIVE UNDER THE LTIP; PROVIDED THAT THE EXECUTIVE SHALL HAVE PROVIDED
WRITTEN NOTICE TO THE COMPANY SETTING FORTH THE CONDUCT ALLEGED TO CONSTITUTE
GOOD REASON WITHIN ONE-HUNDRED TWENTY (120) DAYS AFTER THE FIRST OCCURRENCE OF
THE CONDUCT, AND THE COMPANY SHALL HAVE FAILED TO CURE THE CONDUCT WITHIN THIRTY
(30) DAYS AFTER RECEIPT OF THE NOTICE.
(E)
THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY WITHOUT CAUSE; OR
(F)
THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE EXECUTIVE WITHOUT GOOD REASON.
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8.
TERMINATION PAYMENTS AND BENEFITS.
(A)
IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED (I) BY THE COMPANY FOR CAUSE, (II) BY THE
EXECUTIVE WITHOUT GOOD REASON OR (III) AS A RESULT OF THE EXECUTIVE'S DEATH OR
DISABILITY, THEN IN FULL SATISFACTION OF THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT, THE