INCLUDING GOOD REASON IN ACCORDANCE WITH
SECTION 8.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN:
(I)
A MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY;
(II)
A MATERIAL ADVERSE CHANGE TO THE EMPLOYEE'S POWERS,
AUTHORITIES, AND RESPONSIBILITIES WITHOUT HIS CONSENT;
(III)
A CHANGE IN CONTROL OF THE COMPANY (AS DEFINED BELOW); OR
(IV)
THE RELOCATION OF THE EMPLOYEE'S PRINCIPAL PLACE OF BUSINESS
OUTSIDE THE NEW YORK METROPOLITAN AREA (WHICH SHALL INCLUDE FAIRFIELD COUNTY)
WITHOUT HIS CONSENT.
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN CONTROL OF THE COMPANY" SHALL BE
DEEMED TO HAVE OCCURRED IF AND WHEN: (A) THE COMPANY'S STOCKHOLDERS APPROVE A
MERGER OR CONSOLIDATION OF THE COMPANY WITH ANY OTHER CORPORATION, OTHER THAN A
MERGER OR CONSOLIDATION THAT WOULD RESULT IN THE VOTING SECURITIES OF THE
COMPANY OUTSTANDING IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY
REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF THE
SURVIVING ENTITY) AT LEAST SIXTY PERCENT (60%) OF THE TOTAL VOTING POWER
REPRESENTED BY THE VOTING SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY
OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION; (B) THE COMPANY'S
STOCKHOLDERS APPROVE A PLAN OF COMPLETE LIQUIDATION OF THE COMPANY; (C) THE
INDIVIDUALS WHO AS THE DATE HEREOF CONSTITUTE THE MEMBERS OF THE BOARD AND ANY
NEW DIRECTORS WHOSE ELECTION BY THE BOARD, OR WHOSE NOMINATION FOR ELECTION BY
THE BOARD, SHALL HAVE BEEN APPROVED BY A VOTE OF AT LEAST A MAJORITY OF THE
BOARD THEN IN OFFICE WHO EITHER WERE DIRECTORS AT SUCH DATE OR WHOSE ELECTION OR
NOMINATION FOR ELECTION SHALL HAVE BEEN SO APPROVED SHALL CEASE FOR ANY REASON
TO CONSTITUTE A MAJORITY OF THE BOARD; OR (D) THE COMPANY CONSUMMATES A SALE OR
DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS.
4
5.4.
TERMINATION UPON DEATH OR DISABILITY. THE EMPLOYMENT PERIOD
SHALL BE TERMINATED BY THE DEATH OF THE EMPLOYEE.
THE EMPLOYMENT PERIOD MAY BE
TERMINATED BY THE COMPANY IF, IN THE REASONABLE JUDGMENT OF THE BOARD, THE
EMPLOYEE SHALL BE RENDERED INCAPABLE OF PERFORMING HIS DUTIES TO THE COMPANY BY
REASON OF ANY PHYSICAL OR MENTAL IMPAIRMENT THAT CAN BE EXPECTED TO RESULT IN
DEATH OR PERMANENT IMPAIRMENT OR THAT CAN BE EXPECTED TO LAST FOR A PERIOD OF
EITHER (I) THREE (3) OR MORE CONSECUTIVE MONTHS FROM THE FIRST DATE OF THE
EMPLOYEE'S ABSENCE DUE TO THE DISABILITY; OR (II) NINE (9) MONTHS DURING ANY
TWELVE (12) MONTH PERIOD (A "DISABILITY").
IF THE EMPLOYMENT PERIOD IS
TERMINATED BY REASON OF DISABILITY OF THE EMPLOYEE, THE COMPANY SHALL GIVE
THIRTY (30) DAYS' ADVANCE WRITTEN NOTICE TO THAT EFFECT TO THE EMPLOYEE.
6.
COMPENSATION UPON TERMINATION.
IN CONSIDERATION OF THE BENEFITS SET FORTH HEREIN AND THE EMPLOYEE'S COMPLIANCE
WITH THE CONFIDENTIALITY AND NON-SOLICITATION PROVISIONS SET FORTH IN SECTION 7,
BELOW, UPON TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, THE
EMPLOYEE SHALL ONLY BE ENTITLED TO THE FOLLOWING COMPENSATION:
6.1.
WITHOUT CAUSE AND FOR GOOD REASON. IN THE EVENT THE EMPLOYEE'S
EMPLOYMENT BY THE COMPANY IS TERMINATED