THE COMPANY IN ITS SOLE
DISCRETION.
(C)
TERMINATION FOR DEATH, DISABILITY OR
RETIREMENT.
THE EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL TERMINATE IMMEDIATELY
UPON THE EMPLOYEE'S DEATH, DISABILITY OR WRITTEN ELECTION TO RETIRE AFTER AGE
65.
FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM "DISABILITY" SHALL MEAN
THE EMPLOYEE'S INABILITY, BY REASON OF PHYSICAL OR MENTAL INCAPACITY (DETERMINED
BY A LICENSED PHYSICIAN REASONABLY ACCEPTABLE TO THE EMPLOYEE AND THE COMPANY),
TO PERFORM THE ESSENTIAL FUNCTIONS OF HIS JOB, WITH OR WITHOUT A REASONABLE
ACCOMMODATION BY THE COMPANY, FOR AN AGGREGATE OF NINETY (90) DAYS DURING ANY
TWELVE (12) MONTH PERIOD, PROVIDED FURTHER THAT DURING ANY SUCH CONTINUOUS
PERIOD, THE EMPLOYEE'S BASE COMPENSATION PAYABLE UNDER SECTION 6(A) SHALL BE
REDUCED BY THE AMOUNT, IF ANY, OF PAYMENTS TO THE EMPLOYEE UNDER ANY SHORT-TERM
OR LONG-TERM DISABILITY INSURANCE POLICY, PLAN OR PROGRAM MAINTAINED BY THE
COMPANY.
DURING ANY PERIOD WHEN THE EMPLOYEE IMPLICITLY OR EXPLICITLY PURPORTS
TO BE UNABLE TO PERFORM HIS DUTIES HEREUNDER BY REASON OF PHYSICAL OR MENTAL
ILLNESS, INCAPACITY OR DISABILITY, THE EMPLOYEE, AT THE REQUEST AND EXPENSE OF
COMPANY, SHALL SUBMIT TO ONE OR MORE EXAMINATIONS BY A PHYSICIAN OF THE
COMPANY'S CHOICE. A TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
DUE DEATH OR DISABILITY AS PROVIDED UNDER THIS SECTION 8(C) SHALL BE TREATED AS
A TERMINATION WITHOUT CAUSE HEREUNDER. ADDITIONALLY, AFTER REACHING AGE 65, IF
EMPLOYEE HAS SERVED CONTINUOUSLY FOR A MINIMUM OF THREE YEARS OF FULL-TIME
SERVICE, UPON HIS WRITTEN ELECTION TO RETIRE, EMPLOYEE SHALL BE ENTITLED TO A
FINAL RETIREMENT PAYMENT EQUAL TO THREE MONTHS BASE COMPENSATION.
(D)
TERMINATION BY EMPLOYEE FOR GOOD REASON.
EMPLOYEE SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT FOR "GOOD REASON".
THE FOLLOWING EVENTS AFFECTING EMPLOYEE SHALL CONSTITUTE "GOOD REASON" WITHIN
THE MEANING OF THIS AGREEMENT: (I) IF EMPLOYEE, AT ANY TIME DURING THE
EMPLOYMENT PERIOD (EXCEPT DURING A PERIOD OF DISABILITY), HAS SUFFERED A
MATERIAL CHANGE OR DIMINUTION IN DUTIES AND RESPONSIBILITIES FROM THOSE
CONTEMPLATED HEREIN.
(E)
TERMINATION BY EMPLOYEE FOR CHANGE OF
CONTROL.
EMPLOYEE SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT FOR A CHANGE
OF CONTROL EVENT, AS DEFINED BELOW.
FOR PURPOSES OF THIS EMPLOYMENT AGREEMENT,
A "CHANGE OF CONTROL" SHALL MEAN THE HAPPENING OF ANY OF THE FOLLOWING:
(i)
the acquisition by any person or group
deemed a person under Sections 3(a)(9) and 13(d)(3) of the Securities Exchange
Act of 1934 (the "Exchange Act") (other than the Company and its subsidiaries as
determined immediately prior to that date) of beneficial ownership, directly or
indirectly (with beneficial ownership determined as provided in Rule 13d-3, or
any successor rule, under the Exchange Act), of a majority of
5
the total combined voting power of all classes of stock of the Company having
the right under ordinary circumstances to vote at an election of the Board of
Directors of the Company, if such person or group deemed a person was not a
beneficial owner of at least five percent (5%) of such total combined voting
power of the Company on