Executive
during such paid leave period.
5
(D)
NOTICE OF TERMINATION.
ANY TERMINATION BY
THE COMPANY OR BY THE EXECUTIVE SHALL BE COMMUNICATED BY NOTICE OF TERMINATION
TO THE OTHER PARTY HERETO GIVEN IN ACCORDANCE WITH SECTION 11.
FOR PURPOSES OF
THIS AGREEMENT, A "NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE WHICH
(I) INDICATES THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON,
(II) TO THE EXTENT APPLICABLE, SETS FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT UNDER THE PROVISION SO INDICATED AND (III) IF THE DATE OF TERMINATION
(AS DEFINED BELOW) IS OTHER THAN THE DATE OF RECEIPT OF SUCH NOTICE, SPECIFIES
THE DATE OF TERMINATION (WHICH DATE SHALL BE NOT LESS THAN THIRTY (30) NOR MORE
THAN SIXTY (60) DAYS AFTER THE GIVING OF SUCH NOTICE).
THE FAILURE BY THE
EXECUTIVE OR THE COMPANY TO SET FORTH IN SUCH NOTICE ANY FACT OR CIRCUMSTANCE
WHICH CONTRIBUTES TO A SHOWING OF GOOD REASON OR CAUSE SHALL NOT WAIVE ANY RIGHT
OF THE EXECUTIVE OR THE COMPANY HEREUNDER OR PRECLUDE THE EXECUTIVE OR THE
COMPANY FROM ASSERTING SUCH FACT OR CIRCUMSTANCE IN ENFORCING THE EXECUTIVE'S OR
THE COMPANY'S RIGHTS HEREUNDER.
(E)
DATE OF TERMINATION.
"DATE OF TERMINATION"
MEANS (I) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY OTHER THAN
FOR DISABILITY, THE DATE OF RECEIPT OF THE NOTICE OF TERMINATION OR ANY LATER
DATE SPECIFIED THEREIN WITHIN SIXTY (60) DAYS OF SUCH NOTICE, (II) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE EXECUTIVE, THIRTY (30) DAYS AFTER
RECEIPT OF THE NOTICE OF TERMINATION (PROVIDED, THAT, THE COMPANY MAY ACCELERATE
THE DATE OF TERMINATION TO AN EARLIER DATE BY PROVIDING THE EXECUTIVE WITH
NOTICE OF SUCH ACTION) AND (III) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
REASON OF DEATH OR DISABILITY, THE DATE OF TERMINATION SHALL BE THE DATE OF
DEATH OF THE EXECUTIVE OR THE DISABILITY EFFECTIVE DATE, AS THE CASE MAY BE.
4.
OBLIGATIONS OF THE COMPANY UPON
TERMINATION.
(A)
NONQUALIFYING TERMINATION.
IF, DURING THE
EMPLOYMENT PERIOD, THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL BE
TERMINATED (W) BY THE COMPANY FOR CAUSE, (X) BY THE EXECUTIVE FOR ANY REASON
OTHER THAN FOR GOOD REASON DURING THE CHANGE IN CONTROL TERMINATION PERIOD (AS
DEFINED BELOW) OR FOR ANY REASON DURING THE THIRTY (30) DAY PERIOD IMMEDIATELY
FOLLOWING THE SIX (6) MONTH ANNIVERSARY OF A CHANGE IN CONTROL (THE "WINDOW
PERIOD"), (Y) AS A RESULT OF THE EXECUTIVE'S DEATH, OR (Z) BY THE COMPANY DUE TO
THE EXECUTIVE'S DISABILITY (COLLECTIVELY, A "NONQUALIFYING TERMINATION"), THEN
THE COMPANY SHALL PAY OR PROVIDE THE EXECUTIVE (OR THE EXECUTIVE'S BENEFICIARY
OR ESTATE) WITH THE FOLLOWING PAYMENTS OR BENEFITS:
(I)
A LUMP-SUM CASH AMOUNT WITHIN THIRTY
(30) DAYS FOLLOWING THE DATE OF TERMINATION EQUAL TO THE SUM OF: (A) THE
EXECUTIVE'S ANNUAL BASE SALARY THROUGH THE DATE OF TERMINATION, AND ANY ACCRUED
VACATION, IN EACH CASE TO THE EXTENT NOT THERETOFORE PAID; (B) OTHER THAN IN
CONNECTION WITH ANY TERMINATION BY THE COMPANY