OR BY
THE EXECUTIVE FOR ANY OF THE BELOW REASONS PROVIDED NOTICE OF TERMINATION IS
DELIVERED BY ONE PARTY TO THE OTHER.
THE NOTICE OF TERMINATION SHALL SET FORTH
THE APPLICABLE TERMINATION DATE; PROVIDED, HOWEVER, IN SUCH EVENT, THE TERM
SHALL TERMINATE NO EARLIER THAN THIRTY (30) DAYS FOLLOWING THE DATE ON WHICH
SUCH NOTICE OF TERMINATION IS DELIVERED TO THE RESPECTIVE PARTY.
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY REQUIRE THAT THE EXECUTIVE CEASE
PERFORMING SOME OR ALL OF THE EXECUTIVE'S DUTIES AND/OR NOT BE PRESENT AT THE
COMPANY'S OFFICES AND/OR OTHER FACILITIES.
(A)
TERMINATION BY EXECUTIVE FOR GOOD REASON.
THE
EXECUTIVE MAY RESIGN THE EXECUTIVE'S POSITION FOR GOOD REASON.
AS USED HEREIN,
"GOOD REASON" MEANS, WITHOUT THE EXECUTIVE'S WRITTEN CONSENT:
(I)
A MATERIAL DIMINUTION IN THE NATURE OR
STATUS OF THE EXECUTIVE'S DUTIES, RESPONSIBILITIES OR AUTHORITY WHICH IS
INCONSISTENT WITH THOSE IN EFFECT AS OF THE EFFECTIVE DATE;
(II)
A FAILURE BY THE COMPANY TO PAY OR PROVIDE
ANY OF THE COMPENSATION SET FORTH IN THIS AGREEMENT;
(III)
A FAILURE BY THE COMPANY TO COMPLY WITH ANY
MATERIAL PROVISION OF THIS AGREEMENT; OR
(IV)
RESIGNATION IN COMPLIANCE WITH APPLICABLE LAW OR
RULES OF PROFESSIONAL CONDUCT.
NOTWITHSTANDING THE FOREGOING, IN ORDER TO TERMINATE EMPLOYMENT FOR GOOD REASON,
THE EXECUTIVE MUST PROVIDE WRITTEN NOTICE OF TERMINATION WITHIN SIXTY (60) DAYS
OF THE INITIAL EXISTENCE OF THE CONDITION THAT HE BELIEVES IS PROVIDING HIM A
GOOD REASON TERMINATION, EXPLAINING IN DETAIL SUCH CONDITION AND THE DATE UPON
WHICH IT FIRST AROSE.
CONTINUATION OF EMPLOYMENT WITHOUT WRITTEN NOTICE OF
TERMINATION DURING THE SIXTY (60) DAY PERIOD FOLLOWING THE INITIAL EXISTENCE OF
THE CONDITION SHALL CONSTITUTE SUCH EXECUTIVE'S ACCEPTANCE OF ANY CHANGE AND
MAKE NULL AND VOID THE EXECUTIVE'S RIGHT TO TERMINATE FOR GOOD REASON WITH
RESPECT TO SUCH EVENT.
UPON RECEIPT OF A WRITTEN NOTICE OF TERMINATION FOR GOOD
REASON AND UNDERLYING CONDITION THEREFOR, THE COMPANY WILL BE ALLOWED SIXTY (60)
DAYS TO CURE SUCH CONDITION AND THEREBY AVOID A GOOD REASON TERMINATION.
6
(B)
TERMINATION BY THE COMPANY WITHOUT CAUSE.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S POSITION WITHOUT CAUSE.
(C)
TERMINATION BY EXECUTIVE WITHOUT GOOD
REASON.
THE EXECUTIVE MAY RESIGN THE EXECUTIVE'S POSITION WITHOUT GOOD REASON.
(B)
PAYMENTS UPON A TERMINATION EVENT.
(I)
FOLLOWING A TERMINATION FOR ANY REASON.
IN THE EVENT OF THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR ANY
REASON, THE EXECUTIVE (OR HIS ESTATE OR REPRESENTATIVE, AS APPLICABLE) SHALL BE
ENTITLED TO RECEIVE ANY:
(A)
BASE SALARY;
(B)
ANNUAL INCENTIVE;
(C)
PAID TIME OFF;
AND
(D)
EXPENSES
THAT HAVE IN EACH CASE ACCRUED BUT ARE UNPAID AS OF THE TERMINATION DATE AS WELL
AS ANY POST-TERMINATION BENEFITS TO WHICH HE MAY BE ENTITLED ACCORDING TO THE
COMPANY'S RETIREMENT, INSURANCE AND OTHER BENEFIT PLANS, PROGRAMS AND
ARRANGEMENTS AS IN EFFECT IMMEDIATELY PRIOR TO THE TERMINATION DATE, OTHER THAN
MEDICAL BENEFIT PLANS (THE "ACCRUED BENEFITS").
ACCRUED BENEFITS WILL BE PAID
IN ACCORDANCE WITH THE UNDERLYING PLAN OR POLICY.
IF NO UNDERLYING PLAN OR
POLICY EXISTS FOR A PARTICULAR COMPONENT