EXECUTIVE MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER UPON SIXTY (60) DAYS' PRIOR WRITTEN NOTICE TO
THE COMPANY, WITHOUT GOOD REASON (AS DEFINED HEREIN). IN THE EVENT OF SUCH
TERMINATION, ALL OF THE EXECUTIVE'S RIGHTS TO ANY PAYMENTS (OTHER THAN THE
ACCRUED OBLIGATIONS WHICH SHALL BE PAID AS SOON AS ADMINISTRATIVELY PRACTICABLE
FOLLOWING THE DATE OF TERMINATION) WILL CEASE UPON THE DATE OF TERMINATION.
(F)
RESIGNATION FOR GOOD REASON. THE EXECUTIVE MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER AT ANY TIME UPON THIRTY (30) DAYS' WRITTEN
NOTICE TO THE COMPANY FOR GOOD REASON. IN THE EVENT OF SUCH TERMINATION, THE
COMPANY WILL PAY, SUBJECT TO SECTION 4(J), TO THE EXECUTIVE THE SUM OF (I) 185%
OF THE EXECUTIVE'S ANNUAL BASE SALARY (AS IN EFFECT ON THE DATE OF TERMINATION),
(II) $7,593 AND (III) ANY EARNED BUT UNPAID BONUS FOR A FISCAL YEAR ENDING PRIOR
TO THE DATE OF SUCH TERMINATION. SUCH AMOUNTS UNDER CLAUSES (I) AND (II) ABOVE
SHALL, SUBJECT TO SECTION 15 HEREOF, BE PAID TO THE EXECUTIVE OR HIS LEGAL
REPRESENTATIVE IN A LUMP SUM PAYMENT WITHIN SIXTY (60) DAYS FOLLOWING THE DATE
OF TERMINATION AND ANY BONUS AMOUNT
4
UNDER CLAUSE (III) ABOVE SHALL BE PAID AT THE SAME TIME AS SUCH BONUSES ARE PAID
TO OTHER EXECUTIVES WITH RESPECT TO SUCH FISCAL YEAR; PROVIDED, THAT SUCH AMOUNT
(IF ANY) MUST BE PAID PRIOR TO THE END OF THE FISCAL YEAR IN WHICH THE DATE OF
TERMINATION OCCURS. THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE PRO-RATA
BONUS, IF ANY, AND THE ACCRUED OBLIGATIONS, IN EACH CASE, AT TIME SPECIFIED
THEREFOR IN SECTION 4(A) ABOVE.
The Executive will have "Good Reason" for termination of the Executive's
employment hereunder if other than for Cause, any of the following has occurred:
(I)
THE EXECUTIVE'S BASE SALARY OR THE PERCENTAGE OF BASE SALARY TO
WHICH THE EXECUTIVE MAY BE ENTITLED AS THE RESULT OF THE COMPANY REACHING THE
ANNUAL EBITDA TARGETS AS PROVIDED IN SECTION 3(B) OF THIS EMPLOYMENT AGREEMENT
HAS BEEN REDUCED OTHER THAN IN CONNECTION WITH AN ACROSS-THE-BOARD REDUCTION (OF
APPROXIMATELY THE SAME PERCENTAGE BUT NO MORE THAN FIVE (5%) OF THE THEN BASE
SALARY) IN EXECUTIVE COMPENSATION TO EXECUTIVE EMPLOYEES IMPOSED BY THE BOARD IN
RESPONSE TO MATERIALLY NEGATIVE FINANCIAL RESULTS OR OTHER MATERIALLY ADVERSE
CIRCUMSTANCES AFFECTING THE COMPANY;
(II)
THE BOARD (OR ANY COMPENSATION COMMITTEE THEREOF) ESTABLISHES AN
UNACHIEVABLE AND COMMERCIALLY UNREASONABLE ANNUAL EBITDA TARGET THAT THE COMPANY
MUST ACHIEVE IN ORDER FOR THE EXECUTIVE TO RECEIVE A BONUS UNDER SECTION 3(B) OF
THIS EMPLOYMENT AGREEMENT AND THE EXECUTIVE PROVIDES WRITTEN NOTICE OF HIS
OBJECTION TO THE BOARD (OR SUCH COMPENSATION COMMITTEE) WITHIN TEN (10) BUSINESS
DAYS AFTER SUCH TARGET HAS BEEN ESTABLISHED AND COMMUNICATED IN WRITING TO THE
EXECUTIVE STATING THAT THE EXECUTIVE BELIEVES SUCH TARGET TO BE UNACHIEVABLE AND
COMMERCIALLY UNREASONABLE;
(III)
THE EXECUTIVE IS NOT ELECTED OR RE-ELECTED TO THE BOARD;
(IV)
THE COMPANY HAS REQUIRED THE EXECUTIVE TO RELOCATE OUTSIDE THE
GREATER MINNEAPOLIS, MINNESOTA AREA OR HAS RELOCATED THE CORPORATE HEADQUARTERS
OF THE