COMPANY'S REQUIRING EXECUTIVE TO BE BASED ANYWHERE OTHER THAN THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICES, EXCEPT FOR REASONABLY REQUIRED TRAVEL ON
THE COMPANY'S BUSINESS;
(C)
A MATERIAL REDUCTION BY THE COMPANY IN
EXECUTIVE'S BASE SALARY AS IN EFFECT ON THE DATE HEREOF OR AS THE SAME MY BE
INCREASED FROM TIME TO TIME, EXCEPT IN CONNECTION WITH AN ACROSS-THE-BOARD PAY
REDUCTION FOR EXECUTIVES OF SIMILAR STATUS;
(D)
A MATERIAL REDUCTION BY THE COMPANY IN THE
COMPENSATION AND BENEFITS PROVIDED IN THE AGGREGATE TO EXECUTIVE ON THE DATE
HEREOF UNDER THE COMPANY'S 401(K), DEFERRED COMPENSATION, INCENTIVE
COMPENSATION, LIFE INSURANCE, HEALTH CARE, AD&D, OR DISABILITY PLANS, EXCEPT IN
CONNECTION WITH AN ACROSS-THE-BOARD REDUCTION THAT IMPACTS EXECUTIVES AT
EXECUTIVE'S LEVEL GENERALLY;
(E)
THE FAILURE BY THE COMPANY TO OBTAIN A
SUCCESSOR'S CONSENT TO BE BOUND BY THE AGREEMENT AS PROVIDED IN SECTION 8.1; OR
(F)
BECAUSE A MATERIAL INDUCEMENT TO
EXECUTIVE'S ACCEPTANCE OF EMPLOYMENT WITH THE COMPANY IS THE FACT THAT HE WILL
REPORT DIRECTLY TO, AND WORK FOR, JOSHUA L. COLLINS ("COLLINS") FOR A PERIOD OF
24 MONTHS FROM THE EFFECTIVE DATE, THE TERMINATION BY THE COMPANY OF COLLINS AS
CHIEF EXECUTIVE OFFICER (OR CHIEF EXECUTIVE OFFICER-DESIGNATE) OF THE COMPANY
FOR ANY REASON OTHER THAN CAUSE OR THE TERMINATION BY COLLINS FOR GOOD REASON
(AS SUCH TERMS ARE DEFINED IN THE EMPLOYMENT AGREEMENT DATED SEPTEMBER 29, 2009
BETWEEN COLLINS AND THE COMPANY).
Executive's right to terminate Executive's employment for Good Reason shall not
be affected by the Executive's incapacity due to physical or mental illness.
Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting Good Reason
hereunder.
5.8
"PERSON" .
ANY INDIVIDUAL, CORPORATION,
BANK, PARTNERSHIP, JOINT VENTURE, ASSOCIATION, JOINT-STOCK COMPANY, TRUST,
UNINCORPORATED ORGANIZATION OR OTHER ENTITY.
5.9
"PRESENT VALUE".
THE TERM "PRESENT VALUE"
ON ANY PARTICULAR DATE SHALL HAVE THE SAME MEANING AS PROVIDED IN
SECTION 280G(D)(4) OF THE CODE.
6.
TERMINATION PROCEDURES.
6.1
NOTICE OF TERMINATION.
DURING THE TERM OF
THIS AGREEMENT, ANY PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT (OTHER THAN
BY REASON OF DEATH) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION FROM
ONE PARTY HERETO TO THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 10.
FOR
PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH,
IF APPLICABLE, SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS
AGREEMENT RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF EXECUTIVE'S
EMPLOYMENT UNDER THE PROVISION SO INDICATED.
FURTHER, A NOTICE OF TERMINATION
FOR CAUSE IS REQUIRED TO INCLUDE THE INFORMATION SET FORTH IN SECTION 6.2.
6.2
DATE OF TERMINATION.
"DATE OF TERMINATION,"
WITH RESPECT TO ANY PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT DURING THE
TERM OF THIS AGREEMENT, SHALL MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED
BY HIS DEATH, THE DATE OF HIS DEATH, (II) IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF TERMINATION IS GIVEN
(PROVIDED THAT EXECUTIVE SHALL NOT HAVE