REPORTING REQUIREMENTS), AUTHORITY OR
RESPONSIBILITIES IN EFFECT IMMEDIATELY PRIOR TO THE EARLIEST TO OCCUR OF (I) THE
CHANGE IN CONTROL DATE, (II) THE DATE OF THE EXECUTION BY THE COMPANY OF THE
INITIAL WRITTEN AGREEMENT OR INSTRUMENT PROVIDING FOR THE CHANGE IN CONTROL OR
(III) THE DATE OF THE
3
ADOPTION BY THE BOARD OF DIRECTORS OF A RESOLUTION PROVIDING FOR THE CHANGE IN
CONTROL (WITH THE EARLIEST TO OCCUR OF SUCH DATES REFERRED TO HEREIN AS THE
"MEASUREMENT DATE"), OR ANY OTHER ACTION OR OMISSION BY THE COMPANY WHICH
RESULTS IN A MATERIAL DIMINUTION IN SUCH POSITION, AUTHORITY OR
RESPONSIBILITIES;
(B)
A REDUCTION IN THE EXECUTIVE'S ANNUAL BASE
SALARY OR BONUS ELIGIBILITY AS IN EFFECT ON THE MEASUREMENT DATE OR AS THE SAME
WAS OR MAY BE INCREASED THEREAFTER FROM TIME TO TIME;
(C)
THE FAILURE BY THE COMPANY TO (I) CONTINUE
IN EFFECT ANY MATERIAL COMPENSATION OR BENEFIT PLAN OR PROGRAM (INCLUDING
WITHOUT LIMITATION ANY LIFE INSURANCE, MEDICAL, HEALTH AND ACCIDENT OR
DISABILITY PLAN AND ANY VACATION OR AUTOMOBILE PROGRAM OR POLICY) (A "BENEFIT
PLAN") IN WHICH THE EXECUTIVE PARTICIPATES OR WHICH IS APPLICABLE TO THE
EXECUTIVE IMMEDIATELY PRIOR TO THE MEASUREMENT DATE, UNLESS AN EQUITABLE
ARRANGEMENT (EMBODIED IN AN ONGOING SUBSTITUTE OR ALTERNATIVE PLAN) HAS BEEN
MADE WITH RESPECT TO SUCH PLAN OR PROGRAM, (II) CONTINUE THE EXECUTIVE'S
PARTICIPATION THEREIN (OR IN SUCH SUBSTITUTE OR ALTERNATIVE PLAN) ON A BASIS NOT
MATERIALLY LESS FAVORABLE, IN TERMS OF THE AMOUNT OF BENEFITS PROVIDED, THAN THE
BASIS EXISTING IMMEDIATELY PRIOR TO THE MEASUREMENT DATE OR (III) AWARD CASH
BONUSES TO THE EXECUTIVE IN AMOUNTS AND IN A MANNER SUBSTANTIALLY CONSISTENT
WITH PAST PRACTICE IN LIGHT OF THE COMPANY'S FINANCIAL PERFORMANCE;
(D)
A CHANGE BY THE COMPANY IN THE LOCATION AT
WHICH THE EXECUTIVE PERFORMS HIS PRINCIPAL DUTIES FOR THE COMPANY TO A NEW
LOCATION THAT INCREASES THE EXECUTIVE'S DAILY COMMUTE BY MORE THAN 40 MILES (AS
MEASURED IMMEDIATELY PRIOR TO THE MEASUREMENT DATE); OR A REQUIREMENT BY THE
COMPANY THAT THE EXECUTIVE TRAVEL ON COMPANY BUSINESS TO A SUBSTANTIALLY GREATER
EXTENT THAN REQUIRED IMMEDIATELY PRIOR TO THE MEASUREMENT DATE;
(E)
THE FAILURE OF THE COMPANY TO OBTAIN THE
AGREEMENT FROM ANY SUCCESSOR TO THE COMPANY TO ASSUME AND AGREE TO PERFORM THIS
AGREEMENT, AS REQUIRED BY SECTION 6.1; OR
(F)
ANY FAILURE OF THE COMPANY TO PAY OR
PROVIDE TO THE EXECUTIVE ANY PORTION OF THE EXECUTIVE'S COMPENSATION OR BENEFITS
DUE UNDER ANY BENEFIT PLAN WITHIN SEVEN DAYS OF THE DATE SUCH COMPENSATION OR
BENEFITS ARE DUE, OR ANY MATERIAL BREACH BY THE COMPANY OF THIS AGREEMENT OR ANY
EMPLOYMENT AGREEMENT WITH THE EXECUTIVE.
The Executive's right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness.
1.5
"DISABILITY" MEANS THE EXECUTIVE'S ABSENCE
FROM THE FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES WITH THE COMPANY FOR
180 CONSECUTIVE CALENDAR DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL OR
PHYSICAL ILLNESS WHICH IS DETERMINED TO BE TOTAL AND PERMANENT