BASE SALARY; (II) ANY
FAILURE BY THE COMPANY TO PAY
3
ANY AMOUNTS DUE TO THE EMPLOYEE WITHIN NINETY (90) DAYS OF THE DATE SUCH AMOUNT
IS DUE; (III) ANY MATERIAL DIMINUTION OF THE LEVEL OF RESPONSIBILITY OR
AUTHORITY OF THE EMPLOYEE. INCLUDING THE EMPLOYEE'S REPORTING DUTIES; (IV) ANY
ADVERSE CHANGE IN THE EMPLOYEE'S TITLE OR POSITION; (V) THE FAILURE BY THE
COMPANY TO OBTAIN FROM ANY SUCCESSOR AN ASSUMPTION OF THE OBLIGATIONS OF THE
COMPANY AS CONTEMPLATED BY SECTION 10(D) HEREIN; AND (VI) THE COMPANY REQUIRING
THE EMPLOYEE TO BE BASED AT ANY OFFICE OR LOCATION THAT IS MORE THAN 50
KILOMETERS FROM THE COMPANY'S CURRENT CORPORATE HEADQUARTERS; PROVIDED THAT WITH
RESPECT TO ANY SUCH RELOCATION THE EMPLOYEE DELIVERS A WRITTEN NOTICE OF SUCH
GOOD REASON TERMINATION TO THE COMPANY WITHIN THIRTY (30) DAYS AFTER RECEIVING
WRITTEN NOTICE FROM THE COMPANY OF THE POSSIBILITY OF SUCH EVENT; AND PROVIDED
FURTHER THAT THE EMPLOYEE DELIVERS A WRITTEN NOTICE TO THE COMPANY WITHIN SIX
(6) MONTHS OF THE OCCURRENCE OF SUCH AN EVENT WHICH SPECIFICALLY IDENTIFIES THE
FACTS AND CIRCUMSTANCES CLAIMED BY EMPLOYEE TO CONSTITUTE GOOD REASON AND THE
COMPANY HAS FAILED TO CURE SUCH FACTS AND CIRCUMSTANCES WITHIN THIRTY (30) DAYS
AFTER RECEIPT OF SUCH NOTICE.
(D)
WITHOUT GOOD REASON.
THE EMPLOYEE MAY TERMINATE HIS EMPLOYMENT HEREUNDER
WITHOUT GOOD REASON.
4.
Termination Procedure.
(A)
NOTICE OF TERMINATION.
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT BY THE
COMPANY FOR URGENT CAUSE OR BY THE EMPLOYEE DURING THE EMPLOYMENT PERIOD (OTHER
THAN TERMINATION PURSUANT TO SECTION 3(A)) SHALL BE COMMUNICATED BY WRITTEN
"NOTICE OF TERMINATION" TO THE OTHER PARTY HERETO IN ACCORDANCE WITH
SECTION 10(A).
FOR PURPOSES OF THIS AMENDED AGREEMENT, A NOTICE OF TERMINATION
SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN
THIS AMENDED AGREEMENT RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL THE
FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED AND SHALL ATTACH ANY
PRIOR NOTICES REQUIRED UNDER SECTION 3.
(B)
DATE OF TERMINATION.
"DATE OF TERMINATION" SHALL MEAN (I) IF THE
EMPLOYEE'S EMPLOYMENT IS TERMINATED BY HIS DEATH, THE DATE OF HIS DEATH, (II) IF
THE EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, ONE MONTH AFTER
THE DATE ON WHICH A NOTICE OF TERMINATION IS GIVEN OR ANY LATER DATE (AGREED
UPON BY THE PARTIES, AFTER THE GIVING OF SUCH NOTICE).
5.
Termination Payments.
(A)
WITHOUT URGENT CAUSE OR FOR GOOD REASON.
IN THE EVENT OF A TERMINATION OF
THE EMPLOYEE'S EMPLOYMENT (A) BY THE COMPANY WITHOUT URGENT CAUSE OR (B) BY THE
EMPLOYEE FOR GOOD REASON, THE COMPANY SHALL PAY TO (OR IN THE CASE OF BUSINESS
EXPENSES PURSUANT TO CLAUSE (I), REIMBURSE) THE EMPLOYEE, OR HIS ESTATE IN THE
EVENT OF HIS DEATH, WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF TERMINATION,
(I) THE EMPLOYEE'S BASE SALARY THROUGH THE DATE OF TERMINATION AND OUTSTANDING
BUSINESS EXPENSES PURSUANT TO SECTION 2(E) HEREOF (TO THE EXTENT NOT THERETOFORE
PAID) AND ANY OTHER