BENEFITS PROVIDED IN SECTIONS 6 AND 7 HEREOF UPON THE SUBSEQUENT TERMINATION OF
HIS EMPLOYMENT WITH THE CORPORATION RESULTING FROM ANY REASON OTHER THAN THE
EXECUTIVE'S DEATH, DISABILITY, TERMINATION BY THE CORPORATION FOR CAUSE, OR THE
EXECUTIVE'S DECISION TO TERMINATE HIS EMPLOYMENT OTHER THAN FOR GOOD REASON (ALL
AS DEFINED BELOW).
(A)
DISABILITY.
IF AS A RESULT OF INCAPACITY
DUE TO PHYSICAL OR MENTAL ILLNESS AN EXECUTIVE IS ABSENT FROM HIS DUTIES WITH
THE CORPORATION ON A FULL-TIME BASIS FOR SIX MONTHS, AND DOES NOT RETURN TO THE
FULL-TIME PERFORMANCE OF HIS DUTIES WITHIN 30 DAYS AFTER A NOTICE OF TERMINATION
IS DELIVERED TO HIM BY THE CORPORATION IN ACCORDANCE WITH SECTION 4 HEREOF, THE
CORPORATION MAY TERMINATE HIS EMPLOYMENT FOR DISABILITY.
(B)
CAUSE.
THE CORPORATION MAY TERMINATE AN
EXECUTIVE'S EMPLOYMENT FOR CAUSE ONLY IN THE EVENT THAT THERE SHALL HAVE BEEN
DELIVERED TO THE EXECUTIVE A COPY OF A RESOLUTION DULY ADOPTED BY THE
AFFIRMATIVE VOTE OF NOT LESS THAN THREE-QUARTERS OF THE ENTIRE MEMBERSHIP OF THE
CORPORATION'S BOARD OF DIRECTORS, AT A MEETING OF THE BOARD CALLED AND HELD FOR
THE PURPOSE (AFTER REASONABLE NOTICE TO THE EXECUTIVE AND AN OPPORTUNITY FOR THE
EXECUTIVE, TOGETHER WITH HIS COUNSEL, TO BE HEARD BEFORE THE BOARD), FINDING
THAT IN THE GOOD FAITH OPINION OF THE BOARD THE EXECUTIVE WAS GUILTY OF FRAUD,
MISAPPROPRIATION OR EMBEZZLEMENT INVOLVING THE CORPORATION, AND SPECIFYING THE
PARTICULARS THEREOF IN DETAIL.
(C)
GOOD REASON.
AN EXECUTIVE MAY TERMINATE
HIS EMPLOYMENT FOR GOOD REASON, WHICH TERM SHALL MEAN THE OCCURRENCE OF ANY OF
THE FOLLOWING WITHOUT THE EXECUTIVE'S EXPRESS WRITTEN CONSENT:
(I)
THE ASSIGNMENT TO THE EXECUTIVE BY THE
CORPORATION OF DUTIES INCONSISTENT WITH AND INFERIOR TO HIS POSITION, DUTIES,
RESPONSIBILITIES AND STATUS WITH THE CORPORATION IMMEDIATELY BEFORE A CHANGE IN
CONTROL OF THE CORPORATION; OR A DELETERIOUS CHANGE IN THE EXECUTIVE'S TITLES OR
OFFICES AS IN EFFECT IMMEDIATELY BEFORE A CHANGE IN CONTROL OF THE CORPORATION;
OR ANY REMOVAL OF THE EXECUTIVE FROM, OR FAILURE TO REELECT THE EXECUTIVE TO,
ANY OF SUCH POSITIONS, EXCEPT IN CONNECTION WITH THE TERMINATION OF HIS
EMPLOYMENT FOR DISABILITY, OR CAUSE, OR AS A RESULT OF THE EXECUTIVE'S DEATH, OR
BY THE EXECUTIVE OTHER THAN FOR GOOD REASON;
(II)
A REDUCTION BY THE CORPORATION IN THE
EXECUTIVE'S BASE SALARY AS IN EFFECT ON THE DATE HEREOF OR AS THE SAME MAY BE
INCREASED FROM TIME TO TIME HEREAFTER, OR THE CORPORATION'S FAILURE AFTER A
CHANGE IN CONTROL OF THE CORPORATION TO INCREASE THE EXECUTIVE'S BASE SALARY,
WITHIN 12 MONTHS OF THE EXECUTIVE'S LAST INCREASE IN BASE SALARY, IN AN AMOUNT
WHICH IS AT LEAST 50% OF THE AVERAGE PERCENTAGE INCREASE IN BASE SALARY FOR ALL
OFFICERS OF THE CORPORATION EFFECTED IN THE PRECEDING 12 MONTHS;
2
(III)
ANY FAILURE BY THE CORPORATION TO CONTINUE
IN EFFECT ANY BENEFIT PLAN OR ARRANGEMENT (INCLUDING, WITHOUT LIMITATION, ITS
PROFIT SHARING AND SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP PLAN, GROUP HEALTH
PROGRAM, BASIC LIFE INSURANCE PLAN, SUPPLEMENTAL LIFE INSURANCE PLAN, ACCIDENTAL
DEATH AND DISMEMBERMENT