AT A MINIMUM
THE EXECUTIVE (OR HIS BENEFICIARIES) SHALL REASONABLY PROMPTLY (BUT NO LESS THAN
90 DAYS) RECEIVE A LUMP-SUM PAYMENT EQUAL TO TWO TIMES BASE SALARY.
IN
ADDITION, UPON ANY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER SECTIONS
6(A), (B) AND (C) DURING THE EMPLOYMENT TERM, THE COMPANY SHALL CAUSE THE
EXECUTIVE TO BE PAID ANY EARNED BUT UNPAID PORTION OF THE BASE SALARY AND
CONSISTENT WITH THE COMPANY'S BONUS POLICY, THE ANNUAL CASH BONUS, IF ANY. (THE
COMPANY'S BONUS POLICY MAY AFFECT THE TIMING OF ANY PAYMENT, ESTABLISH A
PRORATION FACTOR AND MAY PROVIDE FOR NON PAYMENT OF THE BONUS.)
IMMEDIATELY
FOLLOWING TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE
EMPLOYMENT TERM SHALL TERMINATE.
(B)
TERMINATION WITHOUT CAUSE; CONSTRUCTIVE
TERMINATION WITHOUT CAUSE.
UPON A TERMINATION WITHOUT CAUSE OR A CONSTRUCTIVE
TERMINATION WITHOUT CAUSE, THE COMPANY SHALL, AS SOON AS PRACTICABLE (BUT NOT
LESS THAN 30 DAYS) FOLLOWING THE EXECUTIVE'S EXECUTION AND DELIVERY TO THE
COMPANY OF THE GENERAL RELEASE OF CLAIMS SET FORTH IN SECTION 6(F) AND,
FOLLOWING THE EXPIRATION OF ANY APPLICABLE REVOCATION PERIOD, CAUSE THE
EXECUTIVE TO BE PAID A LUMP-SUM SEVERANCE PAYMENT OF CASH EQUAL TO THE SEVERANCE
AMOUNT. THE TERM "SEVERANCE AMOUNT" MEANS AN AMOUNT EQUAL TO:
(I)
FOR THE PERIOD FROM THE EFFECTIVE DATE
TO AND INCLUDING JANUARY 5, 2011, TWO TIMES BASE SALARY; AND
(II)
FOR THE PERIOD FROM JANUARY 6, 2011 TO AND
INCLUDING DECEMBER 31, 2013, ONE TIMES BASE SALARY;
PROVIDED, THAT THE SEVERANCE AMOUNT SHALL BE SUBJECT TO OFFSET FOR ANY HOUSING
STIPEND IF THE COMPANY HAS SECURED A PREMIUM LEASE OF HOUSING ON BEHALF OF THE
EXECUTIVE WHICH IS THEN IN EFFECT, THE EXECUTIVE HAS ELECTED TO RECEIVE ALL OR
PART OF THE HOUSING STIPEND IN KIND AND THE TERMINATION DATE IS EARLIER THAN THE
EXPIRATION OF THE PREMIUM LEASE; IN SUCH EVENT, THE SEVERANCE AMOUNT SHALL BE
REDUCED BY AN AGGREGATE AMOUNT EQUAL TO (X) THE ANNUAL HOUSING STIPEND PAYABLE
IN KIND TIMES (Y) THE QUOTIENT OBTAINED BY DIVIDING (I) THE NUMBER OF DAYS
REMAINING IN THE LEASE TERM (NOT TO EXCEED 183 DAYS) BY (II) 365; AND PROVIDED
FURTHER, THAT IN THE EVENT THE TERMINATION WITHOUT CAUSE OR CONSTRUCTIVE
TERMINATION WITHOUT CAUSE HAS OCCURRED IN CONNECTION WITH A CHANGE IN CONTROL
(AS DEFINED UNDER CLAUSE (C) OF THE DEFINITION OF CONSTRUCTIVE TERMINATION
WITHOUT CAUSE), THEN THE SEVERANCE AMOUNT SHALL BE TWO TIMES BASE SALARY WITHOUT
ANY OFFSET FOR THE HOUSING STIPEND.
(C)
TERMINATION UPON NON-RENEWAL OF THE
EMPLOYMENT TERM. UNLESS THE PARTIES HERETO AGREE OTHERWISE IN WRITING, THE
EMPLOYMENT TERM AND THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL END ON
DECEMBER 31, 2013.
AT LEAST ONE YEAR PRIOR TO THE END OF THE EMPLOYMENT TERM,
THE PARTIES SHALL ATTEMPT TO DETERMINE WHETHER THE EMPLOYMENT TERM SHOULD BE
EXTENDED. IF THE COMPANY DETERMINES NOT TO EXTEND THE EMPLOYMENT TERM AT THIS
TIME, IT SHALL PROVIDE WRITTEN NOTICE THEREOF NO LATER THEN DECEMBER 31, 2012 (A
"NON-RENEWAL NOTICE"); IN THE EVENT THAT THE COMPANY DOES NOT PROVIDE