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EXHIBIT 10.2
SENIOR MANAGEMENT EMPLOYMENT AGREEMENT
SENIOR MANAGEMENT EMPLOYMENT AGREEMENT, dated as of the 18 day of October, 1996,
between TARGETED GENETICS CORPORATION, a Washington corporation (the "Company"),
and _____________ ("Executive").
RECITALS
A. Executive is currently employed by the Company or one of its
Subsidiaries.
B. The Board of Directors of the Company (the "Board") has determined
that it is appropriate to reinforce the continued attention and dedication of
certain members of the Company's management, including Executive, to their
assigned duties without distraction in potentially disturbing circumstances
arising from the possibility of a Change in Control of the Company, as defined
in Schedule A attached hereto.
AGREEMENTS
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:
1. DEFINITIONS
Terms capitalized in this Agreement which are not otherwise defined shall
have the meanings assigned to such terms in Schedule A attached hereto.
2. EFFECTIVENESS
Except with respect to Sections 6 through 9 of this Agreement which shall
be effective immediately, this Agreement shall become effective immediately upon
the occurrence of a Change in Control, provided that Executive is employed by
the Company immediately prior to such Change in Control.
3. TERM
Unless earlier terminated as provided herein, the initial term of this
Agreement shall be from the date hereof until the second anniversary date of
this Agreement; provided, however, that, unless terminated as provided herein or
there shall have occurred a Change in Control, on each annual anniversary date
of this Agreement this Agreement shall automatically be renewed for successive
two-year terms. In the event
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of a Change in Control, unless earlier terminated as provided herein, this
Agreement shall continue in effect until the second anniversary date of the
Change in Control at which time this Agreement shall expire.
4. BENEFITS UPON CHANGE IN CONTROL
Executive shall be entitled to the following payments and benefits
following a Change in Control, whether or not a Termination occurs:
(A) SALARY AND BENEFITS. Executive shall (i) receive an annual base
salary no less than the Executive's annual base salary in effect immediately
prior to the date that the Change in Control occurs, including any salary which
has been earned but deferred, and an annual bonus equal to at least the average
of the three annual bonuses paid to Executive in the three years prior to the
Change in Control, and (ii) be entitled to participate in all employee expense
reimbursement, incentive, savings and retirement plans, practices, policies and
programs (including any Company plan qualified under Section 401(a) of the Code)
available to other peer executives of the Company and its Subsidiaries, but in
no event shall the benefits provided to Executive under this item (ii) be less
favorable, in the aggregate, than the most favorable of those plans, practices,
policies or programs in effect immediately prior to the date that the Change in
Control occurs.
(B) WELFARE PLAN BENEFITS. The Company shall at the Company's expense
(except for the amount, if any, of any required employee contribution which
would have been necessary for Executive to contribute as an active employee
under the plan or program as in effect on the date of the Change in Control)
continue to cover Executive (and his or her dependents) under, or provide
Executive (and his or her dependents) with insurance coverage no less favorable
than, the Company's life, disability, health, dental and any other employee
welfare benefit plans or programs, as in effect on the date of the Change in
Control (such benefits, the "Welfare Benefits").
(C) DEATH OF EXECUTIVE. In the event of Executive's death prior to
Termination, but while employed by the Company or any Subsidiary, his or her
spouse, if any, or otherwise the personal representative of his or her estate
shall be entitled to receive (i) Executive's salary at the rate then in effect
through the date of death, as provided under the Company's pay policy, (ii) any
Accrued Benefits for the periods of service prior to the date of death, and
(iii) Welfare Benefits for a period of two (2) years following the death of
Executive.
(D) DISABILITY OF EXECUTIVE. In the event of Executive's Disability
prior to Termination, but while employed by the Company or any Subsidiary,
Executive shall be entitled to receive (i) his or her salary at the rate then in
effect through the date of the determination of Disability, as provided under
the Company's pay policy, (ii) any Accrued Benefits for the periods of service
prior to the date of the determination of
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Disability, (iii) payments under the Company's short and long term disability
plans following the determination of Disability, and (iv) Welfare Benefits for a
period of two (2) years following the determination of Disability.
(E) CAUSE; UPON EXPIRATION OF THIS AGREEMENT; OTHER THAN FOR GOOD
REASON. If, prior to Termination, Executive's employment shall be terminated by
the Company for Cause or upon expiration of this Agreement or by Executive other
than for Good Reason, Executive shall be entitled to receive (i) his or her
salary at the rate then in effect through the date of such termination, as
provided under the Company's pay policy, and (ii) any Accrued Benefits for the
periods of service prior to the date of such termination.
(F) WITHHOLDING. All payments under this Section 4 are subject to
applicable federal and state payroll withholding or other applicable taxes.
5. PAYMENTS AND BENEFITS UPON TERMINATION
Executive shall be entitled to the following payments and benefits
following Termination:
(A) TERMINATION PAYMENT. In recognition of past services to
the Company by Executive, the Company shall make a lump sum payment in cash to
Executive as severance pay equal to _____ times the sum of: (i) Executive's
annual base salary in effect immediately prior to the date that either a Change
in Control shall occur or such date of Termination, whichever salary is higher,
provided that if Executive is a part-time employee on the date of Termination
then Executive's base salary in effect immediately prior to the date of
Termination shall be used in calculating the payment to which Executive may be
entitled under this Section 5(a); plus (ii) a percentage of Executive's annual
base salary specified in subparagraph (i) above, which percentage is equal to
the percentage bonus paid to Executive for the fiscal year ended immediately
prior to the Change in Control; provided, however, that if Termination occurs
prior to the determination of such percentage for a fiscal year that has ended
or if Executive has not received a percentage bonus in the previous year, such
percentage shall be ten percent (10%). All payments under this Section 5(a) (the
"Termination Payments") shall be paid within ten (10) business days following
the date of Termination.
(B) CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.
Notwithstanding the foregoing, if all or any portion of the Termination Payments
either alone or together with all other payments and benefits which Executive
receives or is then entitled to receive (pursuant to this Agreement or
otherwise) from the Company or any Subsidiary (all such payments and benefits,
including the Termination Payments, the "Termination Benefits"), would
constitute a Parachute Payment, then the Payments to Executive under Section
5(a) shall be increased (such increase, a "Gross-Up Payment"), but only to the
extent necessary to ensure that, after payment by Executive of all taxes
(including
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any interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes and Excise Tax imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Termination Benefits. The foregoing calculations shall be
made, at the Company's expense, by the Company and Executive. If no agreement on
the calculations is reached within thirty (30) business days after the date of
Termination, then the accounting firm which regularly audits the financial
statements of the Company (the "Auditors") shall review the calculations. The
determination of such firm shall be conclusive and binding on all parties and
the expense for such accountants shall be paid by the Company. Pending such
determination, the Company shall continue to make all other required payments to
Executive at the time and in the manner provided herein and shall pay the
largest portion of such payments and benefits that, in the Company's reasonable
judgment, may be paid without triggering the Excise Tax.
As a result of the uncertainty in the application of Section 4999 of
the Code, it is possible that Termination Payments or Gross-Up Payments will
have been made by the Company which should not have been made (an "Overpayment")
or that additional Gross-Up Payments which will not have been made by the
Company should have been made (an "Underpayment"). If it is determined by the
Company and Executive, or, if no agreement is reached by the Company and
Executive, the Auditors, that an Overpayment has been made, such Overpayment
shall be treated for all purposes as a loan to Executive which Executive shall
repay to the Company, together with interest at the applicable federal rate
provided for in section 7872(f)(2) of the Code. In the event that the Company
and Executive, or, if no agreement is reached by the Company and Executive, the
Auditors, determine that an Underpayment has occurred, such Underpayment shall
promptly be paid by the Company to or for the benefit of Executive, together
with interest at the applicable federal rate provided for in section
7872(f)(2)(A) of the Code. The Company and Executive shall give each other
prompt written notice of any information that could reasonable result in the
determination that an Overpayment or Underpayment has been made.
(C) ACCRUED BENEFITS. The Company shall make a lump sum payment in
cash to Executive in the amount of any Accrued Benefits for the periods of
service prior to the date of Termination.
(D) WELFARE PLAN BENEFITS. The Company shall at the Company's expense
(except for the amount, if any, of any required employee contribution which
would have been necessary for Executive to contribute as an active employee
under the plan or program as in effect on the date of Termination) continue to
cover Executive (and his or her dependents) under, or provide Executive (and his
or her dependents) with Welfare Benefits (as in effect on the date of the Change
in Control or, at the option of Executive, on the date of Termination) for a
period of one year following the date of Termination (or, at the Company's
option, in lieu of providing such Welfare Benefits, a
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lump sum cash payment may be made which will equal the then-present value of the
cost to the Company of such Welfare Benefits); provided, however, that if
Executive is provided by another employer during such one-year period with
benefits substantially comparable to the benefits provided by one or more of
such plans or programs, the benefits provided by the Company shall, unless a
lump sum payment has been made by the Company, be reduced by the benefits
provided by such other employer, but only to the extent of, and with respect to,
the benefits otherwise payable under the corresponding Company employee welfare
benefit plan or program.
(E) DEATH OF EXECUTIVE. In the event of Executive's death subsequent
to Termination and prior to receiving all benefits and payments provided for by
this Section 5, such benefits shall be paid to his or her spouse, if any, or
otherwise to the personal representative of his or her estate, unless Executive
has otherwise directed the Company in writing prior to his or her death.
(F) EXCLUSIVE SOURCE OF SEVERANCE PAY. Benefits provided hereunder
shall replace the amount of any severance payments to which Executive would
otherwise be entitled under any severance plan or policy generally available to
employees of the Company.
(G) NONSEGREGATION. No assets of the Company need be segregated or
earmarked to represent the liability for benefits payable hereunder. The rights
of any person to receive benefits hereunder shall be only those of a general
unsecured creditor.
(H) WITHHOLDING. All payments under this Section 5 are subject to
applicable federal and state payroll withholding or other applicable taxes.
6. ARBITRATION
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Seattle, Washington, in
accordance with the Rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any jurisdiction.
7. CONFLICT IN BENEFITS
Except for the amount of any severance payments to which Executive would
otherwise be entitled under any severance plan or policy generally available to
employees of the Company, this Agreement is not intended to and shall not
adversely affect, limit or terminate any other agreement or arrangement between
Executive and the Company presently in effect or hereafter entered into,
including any employee benefit plan under which Executive is entitled to
benefits.
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8. TERMINATION
(A) TERMINATION PRIOR TO A CHANGE IN CONTROL.
(i) At any time prior to a Change in Control, the Company may
terminate this Agreement upon thirty (30) days' prior written notice in the form
of a Notice of Termination, and this Agreement shall terminate upon the
effective date specified in such Notice of Termination; provided, however, such
Notice of Termination shall have no force or effect in the event of the
occurrence of a Change in Control prior to such effective date.
(ii) At any time prior to a Change in Control, Executive may
terminate this Agreement upon thirty (30) days' prior written notice in the form
of a Notice of Termination, and this Agreement shall terminate upon the
effective date specified in such Notice of Termination notwithstanding the
occurrence of a Change in Control prior to such effective date.
(B) TERMINATION AFTER A CHANGE IN CONTROL. After a Change in Control,
either party may terminate this Agreement upon thirty (30) days' prior written
notice in the form of a Notice of Termination.
(C) EFFECT OF TERMINATION. Notwithstanding the termination or
expiration of this Agreement, the Company shall remain liable for any rights or
payments arising prior to such termination to which Executive is entitled under
this Agreement.
9. MISCELLANEOUS
(A) AMENDMENT. This Agreement may not be amended except by written
agreement between Executive and the Company.
(B) NO MITIGATION. All payments and benefits to which Executive is
entitled under this Agreement shall be made and provided without offset,
deduction or mitigation on account of income Executive could or may receive from
other employment or otherwise, except as provided in Section 5(d) hereof.
(C) EMPLOYMENT NOT GUARANTEED. Nothing contained in this Agreement,
and no decision as to the eligibility for benefits or the determination of the
amount of any benefits hereunder, shall give Executive any right to be retained
in the employ of the Company or rehired, and the right and power of the Company
to dismiss or discharge any employee for any reason is specifically reserved.
Except as expressly provided herein, no employee or any person claiming under or
through him or her shall have any right or interest herein, or in any benefit
hereunder.
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(D) LEGAL EXPENSES. In connection with any litigation, arbitration or
similar proceeding, whether or not instituted by the Company or Executive, with
respect to the interpretation or enforcement of any provision of this Agreement,
the prevailing party shall be entitled to recover from the other party all costs
and expenses, including reasonable attorneys' fees and disbursements, in
connection with such litigation, arbitration or similar proceeding. The Company
shall pay prejudgment interest on any money judgment obtained by Executive as a
result of such proceedings, calculated at the published commercial interest rate
of Seafirst Bank for its best customers, as in effect from time to time from the
date that payment should have been made to Executive under this Agreement.
(E) NOTICES. Any notices required under the terms of this Agreement
shall be effective when mailed, postage prepaid, by certified mail and addressed
to, in the case of the Company:
Targeted Genetics Corporation
0000 Xxxxx Xxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
and to, in the case of Executive:
----------------------
----------------------
----------------------
Either party may designate a different address by giving written notice of
change of address in the manner provided above.
(F) WAIVER; CURE. No waiver or modification in whole or in part of
this Agreement, or any term or condition hereof, shall be effective against any
party unless in writing and duly signed by the party sought to be bound. Any
waiver of any breach of any provision hereof or any right or power by any party
on one occasion shall not be construed as a waiver of, or a bar to, the exercise
of such right or power on any other occasion or as a waiver of any subsequent
breach. Any breach of this Agreement may be cured by the breaching party within
ten (10) days of the date that such breaching party shall have received written
notice of such breach from the party asserting such breach.
(G) BINDING EFFECT; SUCCESSORS. Subject to the provisions hereof,
nothing in this Agreement shall prevent the consolidation of the Company with,
or its merger into, any other corporation, or the sale by the Company of all or
substantially all of its properties and assets, or the assignment of this
Agreement by the Company in connection with any of the foregoing actions. This
Agreement shall be binding upon,
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inure to the benefit of and be enforceable by the Company and Executive and
their respective heirs, legal representatives, successors and assigns. If the
Company shall be merged into or consolidated with another entity, the provisions
of this Agreement shall be binding upon and inure to the benefit of the entity
surviving such merger or resulting from such consolidation. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company, including the successor to all or substantially all of
the business or assets of any Subsidiary, division or profit center of the
Company, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. The provisions of this Section 10(g)
shall continue to apply to each subsequent employer of Executive hereunder in
the event of any subsequent merger, consolidation or transfer of assets of such
subsequent employer.
(H) SEPARABILITY. Any provision of this Agreement which is held to be
unenforceable or invalid in any respect in any jurisdiction shall be ineffective
in such jurisdiction to the extent that it is unenforceable or invalid without
affecting the remaining provisions hereof, which shall continue in full force
and effect. The enforceability or invalidity of any provision of this Agreement
in one jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
(I) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Washington applicable to contracts
made and to be performed therein.
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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement
as of the day and year first above written.
TARGETED GENETICS CORPORATION
By:
----------------------------
Title:
-------------------------
EXECUTIVE:
-------------------------
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Schedule A
CERTAIN DEFINITIONS
As used in this Agreement, and unless the context requires a different
meaning, the following terms have the meanings indicated:
"Accrued Benefits" means the aggregate of any compensation previously
deferred by Executive (together with any accrued interest or earnings thereon),
any accrued vacation pay and, if the date of Termination occurs after the end of
a Fiscal Year for which a bonus is payable to Executive, such bonus, in each
case to the extent previously earned and not paid, plus an amount equal to the
product of the bonus paid to Executive the prior Fiscal Year and a fraction, the
numerator of which is the number of days since the end of the prior Fiscal Year,
and the denominator of which is 365.
"Beneficial Owner" and "Beneficial Ownership" have the meanings set forth
in Rules 13d-3 and 13d-5 of the General Rules and Regulations promulgated under
the Exchange Act.
"Board Change" means that a majority of the seats (other than vacant seats)
on the Board have been occupied by individuals who were neither (a) nominated or
appointed by a majority of the Incumbent Directors nor (b) nominated or
appointed by directors so nominated or appointed.
"Business Combination" means a reorganization, merger or consolidation or
sale of substantially all of the assets of the Company.
"Cause" means (a) willful misconduct on the part of Executive that has a
materially adverse effect on the Company and its Subsidiaries, taken as a whole,
(b) Executive's engaging in conduct which could reasonably result in his or her
conviction of a felony or a crime against the Company or involving substance
abuse, fraud or moral turpitude, or which would materially compromise the
Company's reputation, as determined in good faith by a written resolution duly
adopted by the affirmative vote of not less than two-thirds of all of the
directors who are not employees or officers of the Company, or (c) unreasonable
refusal by Executive to perform the duties and responsibilities of his or her
position in any material respect. No action, or failure to act, shall be
considered willful or unreasonable if it is done by Executive in good faith and
with reasonable belief that his or her action or omission was in the best
interests of the Company.
"Change in Control" means, and shall be deemed to occur upon the
happening of, any one of the following:
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(a) A Board Change; or
(b) The acquisition (whether directly or indirectly, beneficially or of
record) by any Person of (i) fifteen percent (15%) or more of the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors, which acquisition is not
approved in advance by a majority of the Incumbent Directors; or (ii)
thirty-three percent (33%) or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors, which acquisition has been approved in advance by a
majority of the Incumbent Directors; provided, however, that the following
acquisitions shall not constitute a Change in Control: (x) any acquisition by
the Company, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any company controlled by the Company,
or (z) any acquisition by any company pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of the following subsection
(c) are satisfied; or
(c) Approval by the shareholders of the Company of a reorganization,
merger or consolidation in which the Company is not the continuing or surviving
corporation, or pursuant to which shares of the Company's Common Stock are
converted into cash, securities or other property, unless following such
reorganization, merger or consolidation (i) at least sixty-six and two-thirds
percent (66-2/3%) of the then outstanding shares of common stock of the company
resulting from such reorganization, merger or consolidation and the combined
voting power of the then outstanding voting securities of such company entitled
to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners of the Company's voting securities
immediately prior to such reorganization, merger or consolidation, (ii) no
Person (excluding the Company, any employee benefit plan (or related trust) of
the Company or such company resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, thirty-three
percent (33%) or more of the Company's voting securities) beneficially owns,
directly or indirectly, thirty-three percent (33%) or more of, respectively, the
then outstanding shares of common stock of the company resulting from such
reorganization, merger or consolidation or the combined voting power of the then
outstanding voting securities of such company entitled to vote generally in the
election of directors, and (iii) at least a majority of the members of the board
of directors of the company resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the execution
of the initial agreement providing for such reorganization, merger or
consolidation; or
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(d) Approval by the shareholders of the Company of (i) any plan or
proposal for liquidation or dissolution of the Company or (ii) any sale, lease,
exchange or other transfer in one transaction or a series of transactions of all
or substantially all of the assets of the Company other than to a company with
respect to which following such sale or other disposition (A) at least sixty-six
and two-thirds percent (66-2/3%) of the then outstanding shares of common stock
of such company and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners
of the Company's voting securities immediately prior to such sale or other
disposition, (B) no Person (excluding the Company and any employee benefit plan
(or related trust) of the Company or such company and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, thirty-three percent (33%) or more of the Company's voting
securities) beneficially owns, directly or indirectly, thirty-three percent
(33%) or more of, respectively, the then outstanding shares of common stock of
such company and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the election of
directors, and (C) at least a majority of the members of the board of directors
of such company were approved by a majority of the Incumbent Board at the time
of the execution of the initial agreement or action of the Board providing for
such sale or other disposition of assets of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Disability" means that (a) a person has been incapacitated by bodily
injury or physical or mental disease so as to be prevented thereby from
performance of his or her duties with the Company for one hundred twenty (120)
days in any twelve (12) month period, and (b)UUsuch person is disabled for
purposes of any and all of the plans or programs of the Company or any
Subsidiary that employs Executive under which benefits, compensation or awards
are contingent upon a finding of disability. The determination with respect to
whether Executive is suffering from such a Disability will be determined by a
mutually acceptable physician or, if there is no physician mutually acceptable
to the Company and Executive, by a physician selected by the then Xxxx of the
University of Washington Medical School.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Excise Tax" means the excise tax, including any interest or penalties
thereon, imposed by Section 4999 of the Code.
"Fiscal Year" means the twelve (12) month period ending on December 31 in
each year (or such other fiscal year period established by the Board).
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"Good Reason" means, without Executive's express written consent:
(a) (i) the assignment to Executive of duties, or limitation of
Executive's responsibilities, inconsistent with Executive's title,
position, duties, responsibilities and status with the Company or any
Subsidiary that employs Executive as such duties and responsibilities
existed immediately prior to the date of the Change in Control, or
(ii) removal of Executive from, or failure to re-elect Executive to,
Executive's positions with the Company or any Subsidiary that employs
Executive immediately prior to the Change in Control, except in
connection with the involuntary termination of Executive's employment
by the Company for Cause or as a result of Executive's death or
Disability; or
(b) failure by the Company to pay, or reduction by the Company of,
Executive's annual base salary, as reflected in the Company's payroll
records for Executive's last pay period immediately prior to the
Change in Control;
(c) failure by the Company to pay, or reduction by the Company of,
Executive's salary and benefits or Welfare Benefits under Section 4(a)
or Section 4(b) of this Agreement;
(d) the relocation of the principal place of Executive's employment to a
location that is more than twenty-five (25) miles further from
Executive's principal residence than such principal place of
employment immediately prior to the Change in Control; or
(e) the breach of any material provision of this Agreement by the Company,
including, without limitation, failure by the Company to bind any
successor to the Company to the terms and provisions of this Agreement
in accordance with Section 9(g) of this Agreement.
"Incumbent Director" means a member of the Board who has been either (a)
nominated by a majority of the directors of the Company then in office or (b)
appointed by directors so nominated, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board.
"Notice of Termination" means a written notice to Executive or to the
Company, as the case may be, which shall indicate those specific provisions in
this Agreement
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relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for the termination of Executive's
employment constituting a Termination, if any, under the provision so indicated.
"Parachute Payment" means any payment deemed to constitute a "parachute
payment" as defined in Section 280G of the Code.
"Person" means any individual, entity or group within the meaning of
Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date of this
Agreement) of the Exchange Act.
"Subsidiary" with respect to the Company has the meaning set forth in Rule
12b-2 of the General Rules and Regulations promulgated under the Exchange Act.
"Termination" means, following the occurrence of any Change in Control by
the Company, (a) the involuntary termination of the employment of Executive for
any reason other than death, Disability or for Cause or (b) the termination of
employment by Executive for Good Reason.
"Voting Securities" means the voting securities of the Company entitled to
vote generally in the election of directors.
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