THERETO OR AS IS IN
EFFECT FOR SENIOR EXECUTIVES OF UT, OR (IV) TO PROVIDE EXECUTIVE WITH PAID
VACATION IN ACCORDANCE WITH THE MOST FAVORABLE PLANS, POLICIES, PROGRAMS AND
PRACTICES OF UT AS IN EFFECT FOR EXECUTIVE IMMEDIATELY PRIOR THERETO OR AS IS IN
EFFECT FOR OTHER SENIOR EXECUTIVES OF UT.
(F)
THE FAILURE OF UT TO PAY ON A TIMELY BASIS ANY AMOUNTS OWED
EXECUTIVE AS SALARY, BONUS, DEFERRED COMPENSATION OR OTHER COMPENSATION;
(G)
THE FAILURE OF UT TO OBTAIN AN ASSUMPTION AGREEMENT FROM ANY
SUCCESSOR AS CONTEMPLATED IN SECTION 8.8;
(H)
THE REFUSAL BY UT TO CONTINUE TO ALLOW EXECUTIVE TO ATTEND TO
MATTERS OR ENGAGE IN ACTIVITIES NOT DIRECTLY RELATED TO THE BUSINESS OF UT WHICH
WERE PERMITTED BY UT IMMEDIATELY PRIOR THERETO, INCLUDING WITHOUT LIMITATION
SERVING ON THE BOARDS OF DIRECTORS OF OTHER COMPANIES OR ENTITIES;
(I)
THE PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT WHICH IS NOT
EFFECTED PURSUANT TO A NOTICE OF TERMINATION WHICH SATISFIES THE REQUIREMENTS OF
A NOTICE OF TERMINATION; OR
(J)
ANY OTHER MATERIAL BREACH BY UT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.
For the purposes of this Agreement, any good faith determination of Good Reasons
made by Executive shall be conclusive on the parties; provided, however, that an
isolated and insubstantial action taken in good faith and which is remedied by
UT within ten (10) days after receipt of written notice thereof given by
Executive shall not constitute Good Reason.
4
1.11.
"INVENTIONS" MEANS INVENTIONS, DESIGNS, DISCOVERIES, DEVELOPMENTS,
CREATIONS AND IMPROVEMENTS CREATED, DISCOVERED, DEVELOPED OR CONCEIVED,
REGARDLESS OF WHETHER REDUCED TO PRACTICE.
1.12.
"NONQUALIFYING TERMINATION" MEANS A TERMINATION OF EXECUTIVE'S
EMPLOYMENT (A) BY UT FOR CAUSE, (B) BY EXECUTIVE FOR ANY REASON OTHER THAN FOR
GOOD REASON WITH NOTICE OF TERMINATION, (C) AS A RESULT OF EXECUTIVE'S DEATH,
(D) BY UT DUE TO EXECUTIVE'S DISABILITY, UNLESS WITHIN THIRTY (30) DAYS AFTER
NOTICE OF TERMINATION IS PROVIDED TO EXECUTIVE FOLLOWING SUCH DISABILITY
EXECUTIVE SHALL HAVE RETURNED TO SUBSTANTIAL PERFORMANCE OF EXECUTIVE DUTIES ON
A FULL-TIME BASIS, OR (E) AS A RESULT OF EXECUTIVE'S RETIREMENT.
1.13.
"NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE BY UT OR EXECUTIVE
AS THE CASE MAY BE, TO THE OTHER, 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 EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED, AND (III) SPECIFIES THE TERMINATION DATE.
THE FAILURE BY EXECUTIVE
OR UT TO SET FORTH IN SUCH NOTICE ANY FACT OR CIRCUMSTANCE WHICH CONTRIBUTES TO
A SHOWING OF GOOD REASON OR CAUSE SHALL NOT WAIVE ANY RIGHT OF EXECUTIVE OR UT
HEREUNDER OR PRECLUDE EXECUTIVE OR UT FROM ASSERTING SUCH FACT OR CIRCUMSTANCE
IN ENFORCING EXECUTIVE'S OR UT'S RIGHT HEREUNDER.
1.14.
"POSITIVE SPREAD" MEANS THE SPREAD BETWEEN THE EXERCISE PRICE OF
ANY NON-VESTED OPTIONS HELD BY EXECUTIVE TO ACQUIRE COMMON STOCK OF UT UNDER ANY
STOCK OPTION PLAN ADOPTED BY UT PRIOR OR SUBSEQUENT HERETO, AND THE