IF LEGALLY REQUIRED (WHETHER BY ORAL QUESTIONS,
INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS, SUBPOENA, CIVIL
INVESTIGATIVE
3
demand or similar process).
(C)
EFFECT OF CERTAIN TERMINATIONS.
IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED PRIOR TO THE TERMINATION DATE (I) BY THE COMPANY FOR
"CAUSE," (II) BY THE EXECUTIVE OTHER THAN IN A "CONSTRUCTIVE TERMINATION" AND/OR
OTHER THAN FOR "GOOD REASON," OR (III) ON ACCOUNT OF THE EXECUTIVE'S DEATH OR
"DISABILITY" (AS EACH QUOTED TERM IS DEFINED IN THE EMPLOYMENT AGREEMENT OR ANY
OTHER PLAN, AGREEMENT, POLICY OR ARRANGEMENT OF THE COMPANY IN WHICH THE
EXECUTIVE PARTICIPATES OR TO WHICH HE IS A PARTY), THE PAYMENTS AND BENEFITS TO
WHICH THE EXECUTIVE IS ENTITLED ON ACCOUNT OF SUCH TERMINATION PURSUANT TO EACH
SUCH PLAN, AGREEMENT, POLICY OR ARRANGEMENT SHALL BE DETERMINED WITHOUT REGARD
TO THIS AGREEMENT AND, FOR THE AVOIDANCE OF DOUBT, THE EXECUTIVE SHALL NO LONGER
BE ENTITLED TO THE PAYMENTS AND BENEFITS THAT WOULD OTHERWISE BE PROVIDED
PURSUANT TO THIS AGREEMENT.
4.
COOPERATION.
IN CONSIDERATION OF THE PAYMENTS AND BENEFITS
SET FORTH IN THIS AGREEMENT, THE EXECUTIVE AGREES THAT HE SHALL REMAIN AVAILABLE
TO THE COMPANY FOLLOWING HIS CESSATION OF EMPLOYMENT WITH THE COMPANY (WHETHER
OR NOT ON THE TERMINATION DATE) TO PROVIDE ASSISTANCE IN TRANSITIONING TO AN
INTERIM CHIEF EXECUTIVE OFFICER AND SUBSEQUENTLY TO A PERMANENT CHIEF EXECUTIVE
OFFICER, COMPLETE ANY PENDING PROJECTS, MANAGE HANDOFF OF CUSTOMER RELATIONSHIPS
AND PROVIDE SUCH OTHER ADVICE, EXPERTISE OR KNOWLEDGE WITH RESPECT TO HIS DUTIES
AS THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AS MAY BE REASONABLY REQUESTED BY
THE BOARD OR THE COMPANY'S CHIEF EXECUTIVE OFFICER OVER A REASONABLE PERIOD
FOLLOWING THE TERMINATION DATE AT MUTUALLY CONVENIENT TIMES.
IN ADDITION, THE
EXECUTIVE AGREES TO PROVIDE ASSISTANCE TO THE COMPANY AND ITS ADVISORS IN
CONNECTION WITH ANY AUDIT, INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR
JUDICIAL PROCEEDING INVOLVING MATTERS WITHIN THE SCOPE OF HIS DUTIES AND
RESPONSIBILITIES TO THE COMPANY DURING HIS EMPLOYMENT WITH THE COMPANY, OR AS TO
WHICH HE OTHERWISE HAS KNOWLEDGE (INCLUDING BEING AVAILABLE TO THE COMPANY UPON
REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS, AND APPEARING AT
THE COMPANY'S REASONABLE REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICES OF
A SUBPOENA OR OTHER LEGAL PROCESS).
IN THE EVENT THAT THE COMPANY REQUIRES THE
EXECUTIVE'S ASSISTANCE IN ACCORDANCE WITH THIS SECTION, THE COMPANY SHALL
REIMBURSE THE EXECUTIVE FOR REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING TRAVEL,
LODGING AND MEALS) INCURRED BY THE EXECUTIVE IN CONNECTION WITH SUCH ASSISTANCE,
SUBJECT TO REASONABLE DOCUMENTATION AND COMPLIANCE WITH THE COMPANY'S STANDARD
EXPENSE REIMBURSEMENT POLICY.
5.
GENERAL RELEASE.
THE EXECUTIVE ACKNOWLEDGES THAT, AS OF THE
EFFECTIVE DATE, HE IS NOT LEGALLY ENTITLED THE PAYMENTS AND BENEFITS SET FORTH
IN THIS AGREEMENT TO WHICH HE WILL FIRST BECOME ENTITLED FOLLOWING THE EFFECTIVE
DATE.
IN CONSIDERATION OF SUCH PAYMENTS AND BENEFITS, ON OR FOLLOWING THE
TERMINATION DATE, BUT NOT LATER THAN 21 DAYS FOLLOWING THE TERMINATION DATE, THE
EXECUTIVE SHALL EXECUTE AND DELIVER TO THE COMPANY A RELEASE OF CLAIMS AGAINST
THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES AND EACH OF