THE COMPANY OR ITS AFFILIATES
PROVIDING BENEFITS TO EXECUTIVE, IF THE PAYMENTS TO EXECUTIVE HEREUNDER AND
THEREUNDER WOULD EXCEED ONE HUNDRED PERCENT (100%) OF EXECUTIVE'S BASE SALARY.
(D)
EXECUTIVE'S EMPLOYMENT SHALL NOT BE
TERMINABLE UNDER THIS SECTION 7 IF EXECUTIVE IS ABSENT FROM HIS DUTIES UPON A
BONA FIDE LEAVE OF ABSENCE GRANTED BY THE COMPANY OTHER THAN PURSUANT TO
PHYSICAL OR MENTAL ILLNESS.
8.
TERMINATION OF EMPLOYMENT IN THE EVENT
OF DEATH DURING EMPLOYMENT.
(A)
IF EXECUTIVE DIES DURING THE TERM OF THIS
AGREEMENT, THE COMPANY SHALL PAY TO THE LAST BENEFICIARY DESIGNATED BY THE
EXECUTIVE BY WRITTEN NOTICE TO THE COMPANY OR, FAILING SUCH DESIGNATION, TO
EXECUTIVE'S ESTATE, COMPENSATION WHICH WOULD OTHERWISE BE PAYABLE TO EXECUTIVE
PURSUANT TO THIS AGREEMENT UP TO THE END OF THE MONTH IN WHICH HIS DEATH
OCCURS.
THE COMPENSATION PAYABLE UNDER THIS SECTION 8 ALSO SHALL INCLUDE ALL
STOCK OPTIONS VESTED PRIOR TO OR VESTING UPON TERMINATION, ALL UNPAID
NON-PERFORMANCE BASED BONUSES WHICH ARE VESTED PRIOR TO OR VESTING UPON
TERMINATION, TOGETHER WITH THE PORTION OF ANY PERFORMANCE-BASED BONUS (WHETHER
OR NOT VESTED) FOR THE THEN-CURRENT FISCAL YEAR PRORATED TO THE DATE OF DEATH
(BASED UPON PERFORMANCE AGAINST TARGET THROUGH THE DATE OF DEATH), ALL
RESTRICTED STOCK AND ALL OTHER BENEFITS VESTED PRIOR TO OR VESTING UPON
TERMINATION, REIMBURSEMENT OF ALL EXPENSES ACCRUED PRIOR TO EXECUTIVE'S DEATH,
AND ALL OTHER BENEFITS VESTED PRIOR TO OR VESTING UPON EXECUTIVE'S DEATH.
(B)
THE EXECUTIVE SHALL HAVE THE RIGHT TO NAME,
FROM TIME TO TIME, ANY ONE PERSON AS BENEFICIARY HEREUNDER OR, WITH THE CONSENT
OF THE BOARD OF DIRECTORS OF THE COMPANY, HE MAY MAKE OTHER FORMS OF DESIGNATION
OF BENEFICIARY OR BENEFICIARIES. THE EXECUTIVE'S DESIGNATED BENEFICIARY OR
PERSONAL REPRESENTATIVE, AS THE CASE MAY BE, SHALL ACCEPT THE PAYMENTS PROVIDED
FOR IN THIS SECTION 8 IN FULL DISCHARGE AND RELEASE OF THE COMPANY OF AND FROM
ANY FURTHER OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN TO PAY COMPENSATION OR
BENEFITS WHICH ACCRUED PRIOR TO THE DATE OF SUCH TERMINATION).
10
9.
TERMINATION OF EMPLOYMENT WITHOUT CAUSE
OR IN CONNECTION WITH CONSTRUCTIVE TERMINATION.
(A)
SHOULD THE COMPANY (I) CHANGE THE OFFICE
AND POSITION EXECUTIVE HOLDS WITH THE COMPANY, OTHER THAN TO A HIGHER OR
EQUIVALENT OFFICE AND POSITION TO WHICH EXECUTIVE AGREES, SUCH AGREEMENT NOT TO
BE UNREASONABLY WITHHELD, (II) SO LONG AS THE COMPANY MAINTAINS THE SEPARATE
CORPORATE EXISTENCE OF MDI, (III) CHANGE THE OFFICE HELD BY EXECUTIVE WITH MDI,
SO LONG AS THE COMPANY MAINTAINS THE SEPARATE CORPORATE EXISTENCE OF MDI (OR
OTHERWISE MAINTAINS MDI AS A DISTINCT OPERATING DIVISION), (IV) SO LONG AS THE
COMPANY MAINTAINS THE SEPARATE CORPORATE EXISTENCE OF MDI, FAIL TO ELECT
EXECUTIVE TO THE BOARD OF DIRECTORS OF MDI, (V) MAKE ANY REDUCTION IN
EXECUTIVE'S BASE SALARY, (VI) ADVERSELY CHANGE THE METHODOLOGY (TAKEN AS A
WHOLE) PURSUANT TO WHICH EXECUTIVE'S BONUS IS DETERMINED OR MAKE ANY OTHER
MATERIAL ADVERSE CHANGE IN ANY OF EXECUTIVE'S EMPLOYEE BENEFITS (OTHER THAN ANY
SUCH BENEFIT WHICH IS IMMATERIAL OR INCONSEQUENTIAL OR ANY CHANGE