OF THIS
AGREEMENT OR AS MAY BE INCREASED FROM TIME TO TIME;
(V)
A MATERIAL REDUCTION IN THE BENEFITS THAT ARE IN EFFECT FROM TIME
TO TIME FOR EMPLOYEE; OR
(VI)
A RELOCATION OF THE EMPLOYEE'S PRINCIPAL PLACE OF EMPLOYMENT TO A
LOCATION WHICH IS BEYOND A 50 MILE RADIUS FROM SAN ANTONIO, TEXAS.
5
EMPLOYEE MUST PROVIDE NOTICE TO THE COMPANY WITHIN 90 DAYS OF THE INITIAL
EXISTENCE OF THE CONDITION GIVING RISE TO "GOOD REASON".
UPON THE RECEIPT OF
SUCH NOTICE, THE COMPANY SHALL HAVE 30 DAYS TO REMEDY THE CONDITION GIVING RISE
TO "GOOD REASON".
(F)
NOTICE OF TERMINATION.
ANY PURPORTED TERMINATION OF EMPLOYEE'S
EMPLOYMENT BY THE COMPANY OR BY EMPLOYEE SHALL BE COMMUNICATED BY WRITTEN NOTICE
TO THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 15(A) HEREOF ("NOTICE OF
TERMINATION").
SUCH NOTICE OF TERMINATION SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF EMPLOYEE'S EMPLOYMENT UNDER THE PROVISIONS SO INDICATED.
(G)
DATE OF TERMINATION, ETC.
"DATE OF TERMINATION" SHALL MEAN (I) IF
EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER
NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT EMPLOYEE SHALL NOT HAVE RETURNED
TO THE FULL-TIME PERFORMANCE OF HIS DUTIES DURING SUCH THIRTY (30) DAY PERIOD),
OR (II) IF EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR CAUSE OR BY EMPLOYEE FOR GOOD
REASON OR FOR ANY OTHER REASON (OTHER THAN DISABILITY), THE DATE SPECIFIED IN
THE NOTICE OF TERMINATION AS THE DATE ON WHICH IT IS REASONABLY ANTICIPATED THAT
NO FURTHER SERVICES WOULD BE PERFORMED BY EMPLOYEE FOR THE COMPANY, AS AN
EMPLOYEE OR INDEPENDENT CONTRACTOR (WHICH, IN THE CASE OF A TERMINATION BY
EMPLOYEE FOR GOOD REASON, SHALL NOT BE LESS THAN TWO (2) WEEKS NOR MORE THAN TWO
(2) MONTHS FROM THE DATE SUCH NOTICE OF TERMINATION IS GIVEN).
SECTION 7.
COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(A)
UPON TERMINATION OF EMPLOYEE'S EMPLOYMENT OR DURING A PERIOD OF
DISABILITY, EMPLOYEE SHALL BE ENTITLED TO THE FOLLOWING BENEFITS:
(I)
DURING ANY PERIOD THAT EMPLOYEE FAILS TO PERFORM HIS FULL-TIME
DUTIES WITH THE COMPANY AS A RESULT OF HIS DISABILITY, EMPLOYEE SHALL CONTINUE
TO RECEIVE HIS BASE SALARY AT THE RATE IN EFFECT AT THE COMMENCEMENT OF ANY SUCH
PERIOD, TOGETHER WITH ALL COMPENSATION PAYABLE TO EMPLOYEE UNDER THE COMPANY'S
DISABILITY PLAN OR OTHER PLAN DURING SUCH PERIOD, UNTIL THIS AGREEMENT IS
TERMINATED AS A RESULT OF HIS DISABILITY. THEREAFTER, EMPLOYEE SHALL BE PROVIDED
WITH DISABILITY BENEFITS THAT SHALL BE NO LESS THAN THE BENEFITS THAT EMPLOYEE
WOULD HAVE BEEN ENTITLED TO PURSUANT TO THE COMPANY'S LONG-TERM DISABILITY PLAN
AS IN EFFECT IMMEDIATELY PRIOR TO A CHANGE IN CONTROL.
(II)
IF EMPLOYEE'S EMPLOYMENT SHALL BE TERMINATED BY THE COMPANY FOR
CAUSE OR BY EMPLOYEE OTHER THAN FOR GOOD REASON, DISABILITY, DEATH OR
RETIREMENT, THE COMPANY SHALL PAY EMPLOYEE HIS FULL BASE SALARY THROUGH THE DATE
OF TERMINATION AT THE RATE IN EFFECT AT THE TIME