FOLLOWING RECEIPT OF WRITTEN NOTICE
THEREOF WHICH SETS FORTH IN REASONABLE DETAIL THE BASIS FOR SUCH CLAIM OF
MATERIAL BREACH.
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(D)
TERMINATION WITHOUT CAUSE.
THE COMPANY
SHALL, IN ITS SOLE DISCRETION, HAVE THE RIGHT TO TERMINATE THE EXECUTIVE'S
EMPLOYMENT WITHOUT CAUSE AT ANY TIME.
(E)
RESIGNATION FOR GOOD REASON.
THE EXECUTIVE
SHALL HAVE THE RIGHT TO TERMINATE HIS EMPLOYMENT FOR "GOOD REASON," WHICH SHALL
MEAN A RESIGNATION OF HIS EMPLOYMENT AND HIS SEPARATION FROM SERVICE (AS DEFINED
FOR PURPOSES OF §409A OF THE INTERNAL REVENUE CODE) WITHIN LESS THAN ONE YEAR
FOLLOWING THE INITIAL EXISTENCE OF ONE OR MORE OF THE FOLLOWING CONDITIONS
ARISING WITHOUT HIS CONSENT:
(i) any material reduction in his Base Salary under Section 3(a), above;
(ii) any other material breach by the Company of any of its obligations to the
Executive under this Agreement; or
(iii) any relocation of the Executive's primary place of employment more than 50
miles from Manhattan;
(iv) any failure of the Company to have any successor to all or substantially
all of the business and properties of the Company assume all of the liabilities
and obligations of the Company under this Agreement (and any stock option or
restricted stock agreement referred to herein, under such awards as have fully
vested);
provided, in each case, that a prior written notice specifying the reasons
within ninety (90) after the initial existence of the condition and an
opportunity to cure such condition (if curable) shall be afforded the Company,
and that "Good Reason" shall exist only if the Company shall fail to cure such
condition within 31 days after its receipt of such prior written notice.
(F)
RESIGNATION WITHOUT GOOD REASON.
THE
EXECUTIVE SHALL HAVE THE RIGHT TO RESIGN HIS EMPLOYMENT WITHOUT "GOOD REASON" AT
ANY TIME UPON THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE BOARD (A
"RESIGNATION NOTICE") IN WHICH CASE THE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE
UPON EFFECTIVENESS OF SUCH RESIGNATION NOTICE UNLESS OTHERWISE TERMINATED
EARLIER PURSUANT TO THE TERMS OF THIS AGREEMENT.
5.
COMPENSATION UPON TERMINATION OR DURING
DISABILITY.
(A)
DISABILITY.
DURING ANY PERIOD OF
DISABILITY, THE EXECUTIVE SHALL CONTINUE TO RECEIVE HIS ANNUAL SALARY, LESS ANY
COMPENSATION PAYABLE TO THE EXECUTIVE UNDER ANY APPLICABLE DISABILITY INSURANCE
PLAN DURING SUCH PERIOD, UNTIL THIS AGREEMENT IS TERMINATED, BUT IN NO EVENT
LONGER THAN 12 MONTHS FROM THE DATE THE DISABILITY BEGAN, AS DETERMINED BY THE
COMPANY.
THEREAFTER, THE EXECUTIVE'S BENEFITS SHALL BE DETERMINED UNDER THE
COMPANY'S INSURANCE AND OTHER COMPENSATION PROGRAMS THEN IN EFFECT, AND THE
COMPANY SHALL HAVE NO FURTHER OBLIGATION TO THE EXECUTIVE UNDER THIS AGREEMENT,
EXCEPT THAT THE COMPANY SHALL PAY TO THE EXECUTIVE, OR THE EXECUTIVE'S LEGAL
REPRESENTATIVE, AS APPROPRIATE, (I) ANY ACCRUED BUT UNPAID BASE SALARY AND
VACATION, (II) ANY EARNED BUT UNPAID BONUS FROM A PRIOR FISCAL YEAR
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(SUBJECT, IF APPLICABLE, TO THE TERMS OF ANY DEFERRED COMPENSATION
ARRANGEMENTS), AND (III) REIMBURSEMENT OF BUSINESS EXPENSES INCURRED PRIOR TO
THE DATE OF TERMINATION.
(B)
DEATH.
IN THE EVENT OF THE EXECUTIVE'S
DEATH, THE