Cause.
(D)
TERMINATION BY REASON OF TOTAL DISABILITY.
THE COMPANY MAY
TERMINATE EXECUTIVE'S EMPLOYMENT BY REASON OF "TOTAL DISABILITY" (AS DEFINED
BELOW).
EXECUTIVE AND THE COMPANY AGREE THAT EXECUTIVE MAY NOT REASONABLY BE
EXPECTED TO BE ABLE TO PERFORM HIS DUTIES AND THE ESSENTIAL FUNCTIONS OF HIS
OFFICE IN THE EVENT OF EXECUTIVE'S "TOTAL DISABILITY." FOR PURPOSES OF THIS
AGREEMENT, "TOTAL DISABILITY" SHALL MEAN EXECUTIVE'S FAILURE TO PERFORM THE
DUTIES AND RESPONSIBILITIES CONTEMPLATED UNDER THIS AGREEMENT FOR A PERIOD OF
MORE THAN 180 DAYS DURING ANY CONSECUTIVE 12-MONTH PERIOD DUE TO PHYSICAL OR
MENTAL INCAPACITY OR IMPAIRMENT AS DETERMINED BY A PHYSICIAN OR PHYSICIANS
SELECTED BY THE COMPANY AND REASONABLY ACCEPTABLE TO EXECUTIVE, UNLESS, WITHIN
30 DAYS AFTER EXECUTIVE HAS RECEIVED WRITTEN NOTICE FROM THE COMPANY OF A
PROPOSED TERMINATION DUE TO SUCH FAILURE (AS DETERMINED IN ACCORDANCE WITH THE
FOREGOING PROVISIONS OF THIS SENTENCE) WHICH NOTICE SHALL INCLUDE A COPY OF THE
FINDINGS OF SUCH PHYSICIAN OR PHYSICIANS AND SHALL REFER TO THIS SECTION 4(D),
EXECUTIVE SHALL HAVE RETURNED TO THE FULL PERFORMANCE OF HIS DUTIES HEREUNDER
AND SHALL HAVE PRESENTED TO THE COMPANY A WRITTEN CERTIFICATE OF EXECUTIVE'S
GOOD HEALTH BY A PHYSICIAN SELECTED BY EXECUTIVE AND REASONABLY ACCEPTABLE TO
THE COMPANY.
IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON
OF TOTAL DISABILITY, THE COMPANY SHALL PAY THE FOLLOWING AMOUNTS, AND MAKE THE
FOLLOWING OTHER BENEFITS AVAILABLE, TO EXECUTIVE:
(I)
THE STANDARD TERMINATION PAYMENTS (AS DEFINED IN SECTION 4(A));
9
(II)
A LUMP SUM PAYMENT EQUAL TO (A) EXECUTIVE'S ANNUAL BASE SALARY,
PLUS (B) EXECUTIVE'S TARGET BONUS FOR THE YEAR OF TERMINATION, PAYABLE IN
ACCORDANCE WITH SECTION 4(G);
(III)
A PRO RATA PORTION OF EXECUTIVE'S TARGET BONUS FOR THE YEAR OF
TERMINATION THROUGH THE TERMINATION DATE, PAYABLE IN ACCORDANCE WITH
SECTION 4(G); AND
(IV)
IF EXECUTIVE ELECTS TO CONTINUE MEDICAL COVERAGE UNDER THE
COMPANY'S GROUP HEALTH PLAN IN ACCORDANCE WITH COBRA, THE COMPANY SHALL PAY THE
MONTHLY PREMIUMS FOR SUCH COVERAGE FOR A PERIOD OF 18 MONTHS.
(E)
TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
REASON.
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT AT ANY TIME, WITHOUT
CAUSE, FOR ANY REASON OR NO REASON, AND EXECUTIVE MAY TERMINATE HIS EMPLOYMENT
HEREUNDER FOR "GOOD REASON" (AS DEFINED BELOW).
FOR PURPOSES OF THIS AGREEMENT,
"GOOD REASON" SHALL MEAN THAT WITHOUT EXECUTIVE'S PRIOR WRITTEN CONSENT, ANY OF
THE FOLLOWING SHALL HAVE OCCURRED, WITHIN 60 DAYS AFTER EXECUTIVE FIRST HAD
ACTUAL KNOWLEDGE OF THE MOST RECENT CONDUCT OR EVENT COMPRISING AN ELEMENT OF
THE ALLEGED GROUND FOR TERMINATION FOR GOOD REASON (IT NOT BEING NECESSARY THAT
ALL ELEMENTS COMPRISING THE ALLEGED GROUND FOR TERMINATION FOR GOOD REASON HAVE
OCCURRED WITHIN SUCH 60-DAY PERIOD):
(I) A MATERIAL CHANGE (A) THAT IS ADVERSE
TO EXECUTIVE, IN EXECUTIVE'S POSITIONS, TITLES, OFFICES, OR DUTIES AS PROVIDED
IN SECTION 2, EXCEPT, IN SUCH CASE, IN CONNECTION WITH THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR CAUSE, TOTAL DISABILITY OR DEATH, OR (B) REPRESENTED
BY ANY OF THE FOLLOWING: (W) THE FAILURE TO PROMOTE