TERMINATION. "DATE OF TERMINATION"
SHALL MEAN (A) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR DISABILITY, 30 DAYS
AFTER NOTICE OF TERMINATION IS GIVEN (PROVIDED THAT EXECUTIVE SHALL NOT HAVE
RETURNED TO THE FULL-TIME PERFORMANCE OF EXECUTIVE'S DUTIES DURING SUCH 30 DAY
PERIOD), AND (B) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO
SECTION 3(II) OR (III) ABOVE OR FOR ANY REASON (OTHER THAN DISABILITY), THE DATE
SPECIFIED IN THE NOTICE OF TERMINATION (WHICH, IN THE CASE OF A TERMINATION
PURSUANT TO SECTION 3(II) ABOVE SHALL NOT BE LESS THAN 30 DAYS, AND IN THE CASE
OF A TERMINATION PURSUANT TO SECTION 3(III) ABOVE SHALL NOT BE LESS THAN 30 NOR
MORE THAN 60 DAYS, RESPECTIVELY,
6
FROM THE DATE SUCH NOTICE OF TERMINATION IS GIVEN); PROVIDED, THAT, IF WITHIN 30
DAYS AFTER ANY NOTICE OF TERMINATION IS GIVEN THE PARTY RECEIVING SUCH NOTICE OF
TERMINATION NOTIFIES THE OTHER PARTY THAT A DISPUTE EXISTS CONCERNING THE
GROUNDS FOR TERMINATION, THE DATE OF TERMINATION SHALL BE THE DATE ON WHICH THE
DISPUTE IS FINALLY DETERMINED, EITHER BY MUTUAL WRITTEN AGREEMENT OF THE
PARTIES, BY A BINDING ARBITRATION AWARD OR BY A FINAL JUDGMENT, ORDER OR DECREE
OF A COURT OF COMPETENT JURISDICTION (WHICH IS NOT APPEALABLE OR THE TIME FOR
APPEAL THEREFROM HAVING EXPIRED AND NO APPEAL HAVING BEEN PERFECTED); PROVIDED,
FURTHER, THAT THE DATE OF TERMINATION SHALL BE EXTENDED BY A NOTICE OF DISPUTE
ONLY IF SUCH NOTICE IS GIVEN IN GOOD FAITH AND THE PARTY GIVING SUCH NOTICE
PURSUES THE RESOLUTION OF SUCH DISPUTE WITH REASONABLE DILIGENCE.
NOTWITHSTANDING THE PENDENCY OF ANY SUCH DISPUTE, THE COMPANY AND ITS
SUBSIDIARIES WILL CONTINUE TO PAY EXECUTIVE'S FULL COMPENSATION IN EFFECT WHEN
THE NOTICE GIVING RISE TO THE DISPUTE WAS GIVEN (INCLUDING, BUT NOT LIMITED TO,
BASE SALARY AND BONUS) AND CONTINUE EXECUTIVE AS A PARTICIPANT IN ALL INCENTIVE
COMPENSATION, BENEFIT AND INSURANCE PLANS IN WHICH EXECUTIVE WAS PARTICIPATING
WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS GIVEN, UNTIL THE DISPUTE IS
FINALLY RESOLVED IN ACCORDANCE WITH THIS SECTION 3(V). AMOUNTS PAID UNDER THIS
SECTION 3(V) ARE IN ADDITION TO ALL OTHER AMOUNTS DUE UNDER THIS AGREEMENT AND
SHALL NOT BE OFFSET AGAINST OR REDUCE ANY OTHER AMOUNTS DUE UNDER THIS
AGREEMENT. IN THE EVENT THAT THE COMPANY IS TERMINATING EXECUTIVE THE COMPANY
MAY, IF IT SO CHOOSES, PAY EXECUTIVE THE BASE SALARY WHICH HE WOULD HAVE
RECEIVED IN LIEU OF WAITING FOR THE EXPIRATION OF ANY NOTICE PERIOD OTHERWISE
REQUIRED HEREBY AND BAR EXECUTIVE FROM ANY OF THE COMPANY'S PREMISES, OFFICES OR
PROPERTIES, SUBJECT TO ANY RIGHTS SET FORTH HEREIN FOR EXECUTIVE TO CONTEST SUCH
TERMINATION.
4.
COMPENSATION UPON TERMINATION OR DURING
DISABILITY. UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT OR DURING A PERIOD OF
DISABILITY, IN EITHER CASE, DURING THE PROTECTED PERIOD, EXECUTIVE SHALL BE
ENTITLED TO THE FOLLOWING BENEFITS:
(I)
DURING ANY PERIOD THAT EXECUTIVE FAILS
TO PERFORM EXECUTIVE'S FULL-TIME DUTIES WITH THE COMPANY AND ITS SUBSIDIARIES AS
A RESULT OF THE DISABILITY, EXECUTIVE SHALL CONTINUE TO RECEIVE AN AMOUNT EQUAL
TO