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"Date of Termination" means (1) the effective date on which
Executive's employment by the Company terminates as specified in a prior written
notice by the Company or Executive, as the case may be, to the other, delivered
pursuant to Section 10 or (2) if Executive's employment by the Company
terminates by reason of death, the date of death of Executive.
"Disability" means termination of Executive's employment by
the Company due to Executive's absence from Executive's duties with the Company
on a full-time basis for at least one hundred eighty (180) consecutive days as a
result of Executive's incapacity due to physical or mental illness.
"Good Reason" means, without Executive's express written
consent, the occurrence of any of the following events after a Change in
Control:
(1) (A) any change in the duties or responsibilities
(including reporting responsibilities) of Executive that is inconsistent in any
material and adverse respect with Executive's position(s), duties,
responsibilities or status with the Company immediately prior to such Change in
Control (including any material and adverse diminution of such duties or
responsibilities); provided, however, that Good Reason shall not be deemed to
occur upon a change in duties or responsibilities (other than reporting
responsibilities) that is solely and directly a result of the Company no longer
being a publicly traded entity and does not involve any other event set forth in
this paragraph (g) or (B) a material and adverse change in Executive's titles or
offices (including, if applicable, membership on the Board) with the Company as
in effect immediately prior to such Change in Control;
(2) a reduction by the Company in Executive's rate of
annual base salary or annual target bonus opportunity (including any material
and adverse change in the formula for such annual bonus target) as in effect
immediately prior to such Change in Control or as the same may be increased from
time to time thereafter;
(3) any requirement of the Company that Executive (A)
be based anywhere more than thirty-five (35) miles from the office where
Executive is located at the time of the Change in Control, if such relocation
increases Executive's commute by more than twenty (20) miles, or (B) travel on
Company business to an extent substantially greater than the travel obligations
of Executive immediately prior to such Change in Control;
(4) the failure of the Company to (A) continue in
effect any employee benefit plan, compensation plan, welfare benefit plan or
material fringe benefit plan in which Executive is participating immediately
prior to such Change in Control or the taking of any action by the Company which
would adversely affect Executive's participation in or reduce Executive's
benefits under any such plan, unless Executive is permitted to participate in
other plans providing Executive with substantially equivalent benefits in the
aggregate (at substantially equivalent cost with respect to welfare benefit
plans), or (B) provide Executive with paid vacation in accordance with the most
favorable vacation policies of the Company as in effect for Executive
immediately prior to such Change in Control, including the crediting of
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