HEREBY AGREES TO REMAIN IN THE
EMPLOY OF THE COMPANY FOR THE PERIOD COMMENCING ON THE FIRST DATE ON WHICH A
CHANGE IN CONTROL OCCURS DURING THE TERM AND ENDING ON THE SECOND ANNIVERSARY OF
SUCH DATE (THE "POST-CIC EMPLOYMENT PERIOD").
ARTICLE II
TERMINATION OF EMPLOYMENT
SECTION 2.01
DEATH OR DISABILITY. THE EXECUTIVE'S EMPLOYMENT SHALL
TERMINATE AUTOMATICALLY UPON THE EXECUTIVE'S DEATH DURING THE TERM. IF THE
COMPANY DETERMINES IN GOOD FAITH THAT THE DISABILITY (PURSUANT TO THE DEFINITION
OF DISABILITY SET FORTH BELOW) OF THE EXECUTIVE HAS OCCURRED DURING THE TERM, IT
MAY GIVE TO THE EXECUTIVE WRITTEN NOTICE IN ACCORDANCE WITH ARTICLE VII OF THIS
AGREEMENT OF ITS INTENTION TO TERMINATE THE EXECUTIVE'S EMPLOYMENT. IN SUCH
EVENT, THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL TERMINATE EFFECTIVE ON
THE 30TH DAY AFTER RECEIPT OF SUCH NOTICE BY THE EXECUTIVE (THE "DISABILITY
EFFECTIVE DATE"), PROVIDED THAT, WITHIN THE THIRTY DAYS AFTER SUCH RECEIPT, THE
EXECUTIVE SHALL NOT HAVE RETURNED TO FULL-TIME PERFORMANCE OF THE EXECUTIVE'S
DUTIES. FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN THE ABSENCE OF
THE EXECUTIVE FROM THE EXECUTIVE'S DUTIES WITH THE COMPANY ON A FULL-TIME BASIS
FOR 180 CONSECUTIVE BUSINESS DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL OR
PHYSICAL ILLNESS, WHICH IS DETERMINED TO BE A DISABILITY PURSUANT TO THE
COMPANY'S THEN EXISTING LONG TERM DISABILITY PLAN OR, IN THE ABSENCE OF SUCH A
PLAN, A DISABILITY DETERMINED TO BE TOTAL AND PERMANENT BY A PHYSICIAN SELECTED
BY THE COMPANY AND ACCEPTABLE TO THE EXECUTIVE OR THE EXECUTIVE'S LEGAL
REPRESENTATIVE.
SECTION 2.02
CAUSE.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S
EMPLOYMENT DURING THE TERM FOR CAUSE.
SECTION 2.03
GOOD REASON.
THE EXECUTIVE'S EMPLOYMENT MAY BE
TERMINATED BY THE EXECUTIVE FOR POST-CIC GOOD REASON.
SECTION 2.04
NOTICE OF TERMINATION. ANY TERMINATION BY THE COMPANY FOR
CAUSE, OR BY THE EXECUTIVE FOR POST-CIC GOOD REASON, SHALL BE COMMUNICATED BY
NOTICE OF TERMINATION TO THE OTHER PARTY HERETO GIVEN IN ACCORDANCE WITH ARTICLE
VII OF THIS AGREEMENT. FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION"
MEANS A WRITTEN NOTICE WHICH (I) INDICATES THE SPECIFIC TERMINATION PROVISION IN
THIS AGREEMENT RELIED UPON, (II) TO THE EXTENT APPLICABLE, SETS FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED AND
(III) IF THE DATE OF TERMINATION (AS DEFINED BELOW) IS OTHER THAN THE DATE OF
RECEIPT OF SUCH NOTICE, SPECIFIES THE TERMINATION DATE. THE FAILURE BY THE
EXECUTIVE OR THE COMPANY TO SET FORTH IN THE NOTICE OF TERMINATION ANY FACT OR
CIRCUMSTANCE WHICH CONTRIBUTES TO A SHOWING OF POST-CIC GOOD REASON OR CAUSE
SHALL NOT WAIVE ANY RIGHT OF THE EXECUTIVE OR THE COMPANY, RESPECTIVELY,
HEREUNDER OR PRECLUDE THE EXECUTIVE OR THE COMPANY, RESPECTIVELY, FROM ASSERTING
SUCH FACT OR CIRCUMSTANCE IN ENFORCING THE EXECUTIVE'S OR THE COMPANY'S RIGHTS
HEREUNDER.
SECTION 2.05
DATE OF TERMINATION. "DATE OF TERMINATION" MEANS (I) IF
THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE, OR BY THE
EXECUTIVE FOR