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 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
4
OR SENIOR MANAGEMENT OF THE COMPANY IN EACH CASE, WITHOUT THE EXECUTIVE'S
WRITTEN CONSENT;
(IV)
ANY DIMINUTION IN TITLE, OR ANY MATERIAL DIMINUTION IN
RESPONSIBILITIES, DUTIES OR AUTHORITIES, WITHOUT THE EXECUTIVE'S WRITTEN
CONSENT; OR
(V)
THE COMPANY HAS BREACHED THIS EMPLOYMENT AGREEMENT IN ANY MATERIAL
RESPECT IF SUCH BREACH IS DESCRIBED IN A WRITTEN NOTICE TO THE COMPANY REFERRING
TO THIS SECTION 4(C)(II), AND SUCH BREACH IS NOT CAPABLE OF BEING CURED OR HAS
NOT BEEN CURED WITHIN THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE.
(G)
CHANGE OF CONTROL.
IF THE EXECUTIVE IS TERMINATED WITHOUT CAUSE
OR RESIGNS FOR GOOD REASON AT ANY TIME WITHIN SIX (6) MONTHS PRIOR TO, OR
TWENTY- FOUR (24) MONTHS FOLLOWING, A CHANGE OF CONTROL, THEN, NOTWITHSTANDING
SECTIONS 4(D) AND 4(F) AND IN LIEU OF AMOUNTS PROVIDED UNDER SECTIONS 4(D) AND
4(F), THE COMPANY SHALL PAY THE EXECUTIVE THE SUM OF (I) 262.5% 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 TERMINATION.
SUCH AMOUNTS UNDER CLAUSES (I), (II) AND
(III) ABOVE SHALL, SUBJECT TO SECTION 16 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 EXCEPT THAT IN THE EVENT THE EXECUTIVE'S EMPLOYMENT
TERMINATES WITHIN SIX (6) MONTHS PRIOR TO A CHANGE IN CONTROL DUE TO TERMINATION
BY THE COMPANY WITHOUT CAUSE OR DUE TO TERMINATION BY THE EXECUTIVE FOR GOOD
REASON, THEN ON THE DATE OF TERMINATION, THE EXECUTIVE SHALL BE ENTITLED TO
RECEIVE PAYMENT IN ACCORDANCE WITH THE TERMS OF SECTION 4(D), AND WITHIN THIRTY
(30) DAYS FOLLOWING A CHANGE IN CONTROL, THE EXECUTIVE SHALL RECEIVE A SINGLE
LUMP SUM PAYMENT IN AN AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE AMOUNT PAID IN
ACCORDANCE WITH SECTION 4(D) AND THE AMOUNT TO BE PAID IN ACCORDANCE WITH THIS
SECTION 4(G).
ADDITIONALLY, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE
ACCRUED OBLIGATIONS AND THE PRO-RATA BONUS, IF ANY, AT