(v) any person or group acquiring all or substantially all of the Companys assets.
Disability means the incapacity of the named executive officer due to physical or mental illness which causes the named executive
officer to have been absent from the full-time performance of his duties with the Company for six consecutive months, and within 30 days after the Company gives the named executive officer written notice of termination, the named executive officer
has not returned to the full-time performance of his duties.
Good Reason means, without the named executive officers
express written consent, any of the following:
(i) a material adverse alteration in the nature or status of his position, duties or
responsibilities from those in effect immediately prior to a Change in Control, other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or may be a subsidiary of another entity,
(ii) a reduction in his current annual base salary as in effect immediately prior to the Change in Control or as the same may be increased
from time to time,
(iii) a change in the principal place of his employment, as in effect at the time of a Change in Control, to a
location more than fifty (50) miles from such principal place of employment, excluding required travel on the Companys business to an extent substantially consistent with Employees business travel obligations as of the date of the
agreement,
(iv) the failure by the Company, without his consent, to pay to him any portion of his current compensation, or to pay to him
any portion of any deferred compensation, within ten (10) days of the date any such compensation payment is due,
(v) the failure by
the Company to continue in effect any compensation plan in which he participates, or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made
with respect to such plan in connection with the Change in Control, or the failure by the Company to continue his participation therein on the same basis, both in terms of the amount of benefits provided and the level of his participation relative
to other participants, as existed at the time of the Change in Control,
(vi) the failure by the Company to continue to provide him with
benefits at least as favorable to those enjoyed by him under any of the Companys pension, life insurance, medical, health and accident, disability, deferred compensation or savings plans in which he is currently participating, the taking of
any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive him of any material fringe benefit enjoyed by him, or the failure by the Company to provide him with the number of paid vacation days to
which he is entitled on the basis of the Companys practice with respect to him as in effect at the time of the Change in Control,
(vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform his employment
agreement, or
(viii) any purported termination of his employment which is not effected pursuant to the employment agreements
termination provisions.
Retirement means termination in accordance with the Companys retirement policy, generally
applicable to its salaried employees or in accordance with any retirement arrangement established with the named executive officers consent with respect to himself.
If, following a Change in Control, an officers employment is terminated by the Company other than for Cause or Disability, by reason of
the officers death or Retirement, or by such officer for Good Reason, then such terminated officer will be entitled to the following a lump sum payment equal to three times his annual base salary.
If any lump sum payment to an named executive officer would individually or together with any other amounts paid or payable constitute a would
constitute a parachute payment (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the Code)) (the Parachute Payments) which will be subject to the excise tax imposed under
Section 4999 of the Code (the Excise Tax), then the total amounts received by the named executive officer from the Company which constitute Parachute Payments shall be reduced to an amount equal, in the aggregate, to one dollar
($1.00) less than three (3) times the named executive officers base amount (as defined in Section 280G of the Code) so that no portion of the Parachute Payments received by the named executive officer shall be subject to the Excise
Tax, if and only if
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