BE SUBJECT TO ALL OBLIGATIONS AND CONDITIONS SET
FORTH IN SECTION 6(C) IN RESPECT OF A GOOD REASON TERMINATION BY EMPLOYEE
(INCLUDING, WITHOUT LIMITATION, IN RESPECT OF EMPLOYEE SATISFYING THE CONDITIONS
IN SECTION 6(F) AS THEY RELATE TO THE SPECIFIED PROVISIONS OF SECTION 6(C),
COMPANY SATISFYING THE OBLIGATIONS IN RESPECT OF THE AWARD AGREEMENTS, AND THE
ADDITIONAL PAYMENTS REQUIRED IN THE EVENT OF EMPLOYEE'S TERMINATION OF
EMPLOYMENT FOR GOOD REASON DURING THE THREE MONTHS IMMEDIATELY PRECEDING OR THE
24 MONTHS IMMEDIATELY FOLLOWING A CHANGE IN CONTROL).
FOR PURPOSES OF THIS
AGREEMENT, "GOOD REASON" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS
WITHOUT EMPLOYEE'S CONSENT: (A) A MATERIAL DIMINUTION OF EMPLOYEE'S
7
TITLE, DUTIES OR RESPONSIBILITIES OR CHANGE OF SUCH TITLE, DUTIES OR
RESPONSIBILITIES TO, OR ADDITION OF TITLE, DUTIES AND RESPONSIBILITIES OF, THOSE
INCONSISTENT WITH HIS POSITIONS AS PRESIDENT AND CHIEF EXECUTIVE OFFICER, (B) A
REDUCTION IN EMPLOYEE'S BASE SALARY OR ANNUAL BONUS OR LONG-TERM INCENTIVE
COMPENSATION OPPORTUNITY, OR (C) A MATERIAL BREACH BY COMPANY OF ANY PROVISION
OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN CLAUSES (A) THROUGH (C) ABOVE WILL NOT CONSTITUTE GOOD REASON
UNLESS (I) EMPLOYEE GIVES COMPANY WRITTEN NOTICE WITHIN 60 DAYS AFTER THE
INITIAL OCCURRENCE OF ANY OF SUCH EVENT THAT EMPLOYEE BELIEVES THAT SUCH EVENT
CONSTITUTES GOOD REASON AND, (II) COMPANY THEREAFTER FAILS TO CURE ANY SUCH
EVENT WITHIN 30 DAYS AFTER RECEIPT OF SUCH NOTICE, AND (III) EMPLOYEE'S
TERMINATION DATE AS A RESULT OF SUCH EVENT OCCURS WITHIN 180 DAYS AFTER THE
INITIAL OCCURRENCE OF SUCH EVENT.
(E)
BY EMPLOYEE WITHOUT GOOD REASON.
EMPLOYEE MAY TERMINATE HIS EMPLOYMENT AT
ANY TIME WITHOUT GOOD REASON UPON 30 DAYS' PRIOR WRITTEN NOTICE TO COMPANY.
IN
THE EVENT OF ANY SUCH TERMINATION OF EMPLOYEE'S EMPLOYMENT BY EMPLOYEE WITHOUT
GOOD REASON PURSUANT TO THIS SECTION 6(E), ONLY THE FOLLOWING SHALL BE PAYABLE
TO EMPLOYEE:
1.
COMPANY SHALL IMMEDIATELY PAY EMPLOYEE (I) ANY PORTION OF EMPLOYEE'S BASE
SALARY ACCRUED BUT UNPAID THROUGH THE TERMINATION DATE AND (II) ALL PAYMENTS AND
REIMBURSEMENTS UNDER SECTION 5 HEREOF FOR EXPENSES INCURRED PRIOR TO SUCH
TERMINATION.
2.
EMPLOYEE SHALL BE ENTITLED TO RECEIVE ALL VESTED BENEFITS UNDER COMPANY'S
OTHERWISE APPLICABLE PLANS AND PROGRAMS.
(F)
CONDITIONS FOR SEVERANCE AND BENEFITS CONTINUATION PAYMENTS.
NOTWITHSTANDING ANYTHING ABOVE TO THE CONTRARY, ANY OBLIGATION OF COMPANY TO
PROVIDE THE SEVERANCE OR BENEFITS CONTINUATION PAYMENTS UNDER SECTIONS 6(C)(3)
AND 6(C)(4)
(AND THE CORRESPONDING PAYMENTS UNDER SECTIONS 6(D)) ABOVE SHALL BE
CONTINGENT UPON (1) EMPLOYEE EXECUTING A GENERAL RELEASE IN A FORM ATTACHED
HERETO AS EXHIBIT A AND SUCH RELEASE BECOMING IRREVOCABLE PRIOR TO THE 60TH
CALENDAR DAY AFTER THE TERMINATION DATE, AND (2) EMPLOYEE STRICTLY COMPLYING
WITH THE TERMS OF THIS AGREEMENT, THE CONFIDENTIALITY AGREEMENT (DEFINED BELOW)
AND ANY OTHER WRITTEN AGREEMENTS BETWEEN COMPANY AND EMPLOYEE, INCLUDING WITHOUT
LIMITATION EMPLOYEE'S COMPLIANCE WITH THE OBLIGATIONS UNDER SECTIONS 8 AND 9
BELOW THAT SURVIVE THE TERMINATION OF EMPLOYEE'S EMPLOYMENT.
(G)
PARACHUTE PAYMENT RESTRICTIONS.
IF ANY PAYMENT OR BENEFIT TO BE PAID