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 AT THE TIME SPECIFIED THEREFOR IN
SECTION 4(A)) 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) $11,350 AND (III) ANY EARNED BUT UNPAID BONUS FOR A CALENDAR YEAR ENDING
PRIOR TO THE DATE OF SUCH TERMINATION.
SUCH AMOUNTS UNDER CLAUSES (I), (II) AND
(III) ABOVE SHALL, SUBJECT TO SECTION 15 HEREOF, BE PAID TO THE EXECUTIVE OR HIS
LEGAL REPRESENTATIVE IN A SINGLE LUMP SUM PAYMENT ON THE 61ST DAY FOLLOWING THE
DATE OF TERMINATION.
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE ACCRUED
OBLIGATIONS AND THE PRO-RATA BONUS, IF ANY, AT TIME SPECIFIED THEREFOR IN
SECTIONS 3(A) AND 4(A), RESPECTIVELY.
4
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 COMPANY OUTSIDE THE GREATER MINNEAPOLIS, MINNESOTA AREA OR HAS REMOVED OR
RELOCATED OUTSIDE THE GREATER MINNEAPOLIS AREA, A MATERIAL NUMBER OF EMPLOYEES
OR SENIOR MANAGEMENT OF THE COMPANY IN EACH CASE, WITHOUT THE EXECUTIVE'S
WRITTEN CONSENT;
(V)
ANY DIMINUTION IN TITLE, OR ANY MATERIAL DIMINUTION IN
RESPONSIBILITIES, DUTIES OR AUTHORITIES, WITHOUT THE EXECUTIVE'S WRITTEN
CONSENT; OR
(VI)
THE COMPANY HAS BREACHED THIS EMPLOYMENT AGREEMENT IN ANY