Person to 25% or more of the combined voting power of all then
outstanding Voting Securities; provided, however, that if any Person referred to
in clause (x) or (y) of this sentence shall thereafter become the beneficial
owner of any additional stock of the Employer or other Voting Securities (other
than pursuant to a share split, stock dividend, or similar transaction), then a
"Change-in-Control" shall be deemed to have occurred for purposes of the
foregoing clause (A).
(II)
"PERSON" SHALL HAVE THE MEANING USED IN SECTIONS 13(D) AND 14(D)
OF THE EXCHANGE ACT; PROVIDED HOWEVER, THAT THE TERM "PERSON" SHALL NOT INCLUDE
(A) EXECUTIVE OR (B) THE EMPLOYER, ANY OF ITS SUBSIDIARIES, OR ANY TRUSTEE,
FIDUCIARY OR OTHER PERSON OR ENTITY HOLDING SECURITIES UNDER ANY EMPLOYEE
BENEFIT PLAN OF THE EMPLOYER OR ANY OF ITS SUBSIDIARIES.
IN ADDITION, NO
CHANGE-IN-CONTROL SHALL BE DEEMED TO HAVE OCCURRED UNDER CLAUSE (I)(A) ABOVE BY
VIRTUE OF A "GROUP" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE
EXCHANGE ACT) BECOMING A BENEFICIAL OWNER AS DESCRIBED IN SUCH CLAUSE, IF ANY
INDIVIDUAL OR ENTITY DESCRIBED IN CLAUSE (A) OR (B) OF THE FOREGOING SENTENCE IS
A MEMBER OF SUCH GROUP.
(D)
NOTICE OF TERMINATION.
ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT
BY THE EMPLOYER OR BY EXECUTIVE (OTHER THAN ON ACCOUNT OF DEATH) SHALL BE
COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY HERETO IN
ACCORDANCE WITH SECTION 12 OF THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, A
"NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND, AS APPLICABLE, SHALL
SET FORTH IN REASONABLE DETAIL THE FACT AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AS OF THE EFFECTIVE DATE SET
FORTH IN THE NOTICE OF TERMINATION (THE "TERMINATION DATE"), WHICH DATE SHALL
NOT BE MORE THAN THIRTY (30) DAYS AFTER THE DATE OF THE NOTICE OF TERMINATION.
FOR AVOIDANCE OF DOUBT, A NOTICE OF NON-RENEWAL PURSUANT TO SECTION 1 SHALL NOT
BE CONSIDERED A NOTICE OF TERMINATION.
7.
COMPENSATION UPON TERMINATION; CHANGE-IN-CONTROL.
(A)
TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD
REASON.
IF (I) EXECUTIVE IS TERMINATED BY THE EMPLOYER WITHOUT CAUSE PURSUANT
TO SECTION 6(A)(IV) ABOVE,
7
OR (II) EXECUTIVE SHALL TERMINATE HIS EMPLOYMENT HEREUNDER WITH GOOD REASON
PURSUANT TO SECTION (6)(B)(II) ABOVE, THEN THE EMPLOYMENT PERIOD SHALL TERMINATE
AS OF THE TERMINATION DATE AND EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING
PAYMENTS AND BENEFITS, SUBJECT TO EXECUTIVE'S EXECUTION OF A MUTUAL RELEASE
AGREEMENT WITH THE EMPLOYER IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
EXECUTIVE AND THE EMPLOYER, WHEREBY, IN GENERAL, EACH PARTY RELEASES THE OTHER
FROM ALL CLAIMS SUCH PARTY MAY HAVE AGAINST THE OTHER PARTY (OTHER THAN (A)
CLAIMS AGAINST THE EMPLOYER RELATING TO THE EMPLOYER'S OBLIGATIONS UNDER THIS
AGREEMENT AND CERTAIN OTHER SPECIFIED AGREEMENTS ARISING IN CONNECTION WITH OR
AFTER EXECUTIVE'S TERMINATION, INCLUDING, WITHOUT LIMITATION, EMPLOYER'S
OBLIGATIONS HEREUNDER TO