AND PROCEDURES NOW IN FORCE OR AS SUCH
POLICIES AND PROCEDURES MAY BE MODIFIED FROM TIME TO TIME.
3.
Employment Period.
The employment period commenced on June 27, 2002 and shall continue
indefinitely. Either party may terminate Employee's employment by giving a
written "Notice of Termination" to the other party at the address specified in
Section 8(a), in accordance with applicable law, the parties shall provide at
least one month's notice unless otherwise agreed. For purposes of this Amended
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Amended Agreement relied upon, shall
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee's employment under the provision so
indicated and shall attach any prior notices required under Section 4.
4.
Termination Payments.
IN THE EVENT OF A TERMINATION OF THE EMPLOYEE'S EMPLOYMENT (A) BY THE COMPANY
WITHOUT CAUSE OR (B) BY THE EMPLOYEE FOR GOOD REASON (AS SUCH TERMS ARE DEFINED
BELOW), THE COMPANY SHALL PAY TO (OR IN THE CASE OF BUSINESS EXPENSES PURSUANT
TO CLAUSE (I), REIMBURSE) THE EMPLOYEE, OR HIS ESTATE IN THE EVENT OF HIS DEATH,
WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF TERMINATION (AS DEFINED BELOW),
(I) THE EMPLOYEE'S BASE SALARY THROUGH THE DATE OF TERMINATION AND OUTSTANDING
BUSINESS EXPENSES (TO THE EXTENT NOT THERETOFORE PAID), AND ANY OTHER AMOUNTS
DUE TO THE EMPLOYEE BUT WHICH HAVE NOT BEEN PAID, (II) ANY EARNED BUT UNPAID
ANNUAL BONUS IN RESPECT OF A CALENDAR YEAR DURING THE BONUS PERIOD ENDING PRIOR
TO OR COINCIDENT WITH THE DATE OF TERMINATION, (III) AN ANNUAL BONUS EQUAL TO
THE PRIOR YEAR'S ANNUAL BONUS PRO-RATED FOR THE YEAR IN WHICH THE DATE OF
TERMINATION OCCURS BASED ON THE NUMBER OF DAYS OCCURRING IN SUCH YEAR PRIOR TO
THE DATE OF TERMINATION, (IV) A LUMP-SUM PAYMENT EQUAL TO TWO TIMES THE SUM OF
(X) THE EMPLOYEE'S BASE SALARY (AS IN EFFECT ON THE DATE OF TERMINATION) AND (Y)
THE GREATER OF THE
4
ANNUAL BONUSES FOR EACH OF THE TWO MOST RECENTLY COMPLETED CALENDAR YEARS
PRECEDING THE CALENDAR YEAR IN WHICH THE DATE OF TERMINATION OCCURS,
(V) REIMBURSEMENT FOR OUTPLACEMENT SERVICES IN AN AMOUNT UP TO $25,000 UPON THE
EMPLOYEE'S SUBMISSION OF RECEIPTS FOR SUCH SERVICES, AND (VI) CONTINUATION OF
MEDICAL AND DENTAL BENEFITS UNDER THE COMPANY'S EMPLOYEE BENEFIT PLANS PROVIDING
FOR SUCH BENEFITS, FOR TWO YEARS FOLLOWING THE DATE OF TERMINATION; PROVIDED THE
COMPANY'S OBLIGATION TO PROVIDE CONTINUED WELFARE BENEFITS UNDER THIS CLAUSE
(VI) SHALL BE REDUCED TO THE EXTENT THAT EQUIVALENT COVERAGES AND BENEFITS
(DETERMINED ON A COVERAGE-BY-COVERAGE AND BENEFIT-BY-BENEFIT BASIS) ARE PROVIDED
UNDER THE PLANS, PROGRAMS OR ARRANGEMENTS OF A SUBSEQUENT EMPLOYER; AND PROVIDED
FURTHER THAT IN THE EVENT THAT THE EMPLOYEE IS PRECLUDED FROM CONTINUING FULL
PARTICIPATION IN THE COMPANY'S WELFARE BENEFIT PLANS THAT PROVIDE FOR THE
BENEFITS DESCRIBED AND CONTEMPLATED IN THIS CLAUSE (VI), THE EMPLOYEE SHALL BE
PROVIDED WITH THE AFTER-TAX ECONOMIC EQUIVALENT OF ANY BENEFIT