ANY TIME, WITHOUT CAUSE, FOR ANY
REASON OR NO REASON.
(D)
TERMINATION BY EXECUTIVE FOR GOOD REASON.
EXECUTIVE MAY TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR GOOD REASON (AS DEFINED BELOW) IF THE
COMPANY HAS FAILED TO CURE THE EVENT OR CONDITION CONSTITUTING GOOD REASON
WITHIN THIRTY DAYS AFTER THE EXECUTIVE GIVES WRITTEN NOTICE TO THE COMPANY
SETTING FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES ALLEGEDLY
CONSTITUTING GOOD REASON AND SPECIFICALLY REFERENCING THIS SECTION 5(D). FOR
PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN THAT WITHOUT EXECUTIVE'S
PRIOR WRITTEN CONSENT, ANY OF THE FOLLOWING SHALL HAVE OCCURRED WITHIN NINETY
DAYS PRIOR TO THE DELIVERY OF SUCH NOTICE:
(I) A MATERIAL CHANGE, ADVERSE TO
EXECUTIVE, IN EXECUTIVE'S POSITIONS, TITLES, OFFICES, OR DUTIES AS PROVIDED IN
SECTION 2, EXCEPT, IN SUCH CASE, IN CONNECTION WITH THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR CAUSE, TOTAL DISABILITY OR DEATH; (II) AN ASSIGNMENT
OF ANY SIGNIFICANT DUTIES TO EXECUTIVE WHICH ARE INCONSISTENT WITH EXECUTIVE'S
POSITIONS OR OFFICES HELD UNDER SECTION 2; (III) A DECREASE IN BASE SALARY OR
MATERIAL DECREASE IN EXECUTIVE'S INCENTIVE COMPENSATION OPPORTUNITIES PROVIDED
UNDER THIS AGREEMENT; AND (IV) ANY OTHER FAILURE BY THE COMPANY TO PERFORM ANY
MATERIAL OBLIGATION UNDER, OR BREACH BY THE COMPANY OF ANY MATERIAL PROVISION
OF, THIS AGREEMENT.
(E)
TERMINATION BY EXECUTIVE FOR OTHER THAN GOOD REASON.
EXECUTIVE
MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR ANY REASON OR NO REASON UPON
30 DAYS' PRIOR WRITTEN NOTICE TO THE COMPANY REFERRING TO THIS SECTION 5(E);
PROVIDED, HOWEVER, THAT A TERMINATION OF EXECUTIVE'S EMPLOYMENT BY REASON OF
DEATH, TOTAL DISABILITY OR GOOD REASON SHALL NOT CONSTITUTE A TERMINATION BY
EXECUTIVE FOR OTHER THAN GOOD REASON PURSUANT TO THIS SECTION 5(E).
6.
COMPENSATION FOLLOWING TERMINATION PRIOR TO THE END OF THE TERM.
IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED PRIOR TO THE
END OF THE TERM, EXECUTIVE SHALL BE ENTITLED ONLY TO THE FOLLOWING COMPENSATION
AND BENEFITS:
(A)
STANDARD TERMINATION PAYMENTS.
FOLLOWING TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, IN ADDITION TO SUCH OTHER AMOUNTS
PROVIDED FOR PURSUANT TO SECTIONS 6(B) THROUGH (E) BELOW, THE COMPANY SHALL PAY
THE FOLLOWING AMOUNTS, AND MAKE THE FOLLOWING OTHER BENEFITS AVAILABLE, TO
EXECUTIVE (COLLECTIVELY, THE "STANDARD TERMINATION PAYMENTS"):
(I)
ANY ACCRUED BUT UNPAID BASE SALARY (AS DETERMINED PURSUANT TO
SECTION 3(A)) FOR SERVICES RENDERED TO THE DATE OF TERMINATION PAYABLE WITHIN 30
DAYS OF TERMINATION;
4
(II)
ALL VESTED NONFORFEITABLE AMOUNTS OWING OR ACCRUED AT THE DATE OF
TERMINATION UNDER BENEFIT PLANS, PROGRAMS, AND ARRANGEMENTS SET FORTH OR
REFERRED TO IN SECTION 4 HEREOF IN WHICH EXECUTIVE THERETOFORE PARTICIPATED WILL
BE PAID UNDER THE TERMS AND CONDITIONS OF SUCH PLANS, PROGRAMS, AND ARRANGEMENTS
(AND AGREEMENTS AND DOCUMENTS THEREUNDER);
(III)
EXCEPT AS PROVIDED IN SECTION 7.6, ALL STOCK OPTIONS AND OTHER
STOCK AWARDS WILL BE GOVERNED BY THE TERMS OF THE PLANS AND PROGRAMS UNDER WHICH
THE OPTIONS OR OTHER AWARDS WERE GRANTED; AND
(IV)
REASONABLE BUSINESS EXPENSES AND DISBURSEMENTS INCURRED BY
EXECUTIVE PRIOR TO SUCH TERMINATION WILL BE REIMBURSED IN ACCORDANCE WITH
SECTION 4(A).