Exhibit 10.1
STRICTLY
CONFIDENTIAL
EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT (the “
Agreement ”), dated as of March16, 2006, by and
between Intelsat, Ltd. (the “Company”), Intelsat
Holdings, Ltd., a Bermuda corporation (“ Parent
”), and Jeffrey P. Freimark (the “ Executive
”).
In consideration of the premises and
mutual covenants contained herein (including, without limitation,
the Company’s employment of the Executive, and the
Executive’s departure from his present position and
acceptance of employment with the Company and the advantages and
benefits thereby inuring to the Company and the Executive) and for
other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged by each party hereto,
the parties hereby agree as follows:
1. Effectiveness of Agreement and
Employment of the Executive .
1.1 Effectiveness of
Agreement . This Agreement shall become effective upon
execution by the parties.
1.2 Employment by the Company
. The Company hereby employs the Executive pursuant to the terms of
this Agreement, and the Executive hereby accepts such employment,
commencing on March 23, 2006 (the “Effective
Date”). At such time after the Effective Date as the
Company’s current Acting Chief Financial Officer resigns his
positions with the Company and with Parent, the Executive shall
become Executive Vice President and Chief Financial Officer of
the Company and of Parent. During the Employment Period (as defined
in Section 3), the Executive shall directly and exclusively
report to, and perform such duties and services for the Company
(including supervising the Company’s investment in its
subsidiaries and affiliates (such subsidiaries and affiliates,
collectively, “ Affiliates ”)) as may be
designated from time to time by, the Company’s Chief
Executive Officer. During the Employment Period, the Executive
shall devote all of his business time and attention to his
employment under this Agreement; provided , however ,
that, subject to the provisions of Sections 5.1 and 5.3, the
Executive may continue to serve as a non-executive director on the
board of directors of two companies (other than the Company and its
Affiliates) during the Employment Period, unless the Executive
obtains the prior written consent of the Company to serve as a
non-executive director on any other board of directors. The
Executive acknowledges that he shall be required to travel on
business in connection with the performance of his duties
hereunder.
1.3 Location . During the
Employment Period, the Executive’s principal place of
employment shall be Washington, D.C.; provided , that it is
the parties’ current intention that the Executive will spend
an appropriate amount of time working at the Company’s
headquarters, currently located in Bermuda, in order to fulfill his
duties.
2. Compensation and Benefits
.
2.1 (a) Salary . During the
Employment Period, the Company shall pay the Executive for services
during his employment under this Agreement a base salary of no less
than the annual rate of five-hundred twenty-five thousand
($525,000) dollars (“ Base Salary ”). The Base
Salary received by the Executive shall be reviewed by the
Compensation Committee of the Board of the Company and, following
an initial public offering of the Company or a direct or
indirect subsidiary or parent of the Company,
the Compensation Committee of the Board of the Company or such
parent or subsidiary the equity securities of which are to be
publicly-traded pursuant to such initial public offering (such
applicable committee, the “ Compensation Committee
”) no less frequently than annually. Any and all increases to
the Executive’s Base Salary shall be determined by the
Compensation Committee, in its sole discretion. During the
Employment Period, such Base Salary shall be payable in equal
biweekly installments pursuant to the Company’s customary
payroll policies in force at the time of payment, less any required
or authorized payroll deductions. The Base Salary may be increased,
but not decreased, during the Employment Period.
(b) Annual Bonus . For each
fiscal year during the Employment Period, the Executive shall be
eligible to receive an annual discretionary bonus (the
“Target Bonus”) with a maximum amount up to sixty-five
percent (65%) of his Base Salary, subject to his satisfaction
of objective performance criteria that have been pre-established by
the Compensation Committee in a manner consistent with those of
other senior executives of the Company. For each fiscal year during
the Employment Period, the Compensation Committee may award an
additional bonus (the “Additional Bonus”), in its sole
discretion, to the Executive of up to fifty percent (50%) of
the Target Bonus, in the event of the Executive’s significant
out-performance of objective performance criteria that have been
pre-established by the Compensation Committee. The Target Bonus for
the Company’s fiscal year 2006 shall be pro-rated to reflect
such partial fiscal year. During the Employment Period, the
Executive also will be eligible to participate in any deferred
compensation plan that is sponsored by the Company in accordance
with its terms.
(c) Purchased Shares . Within
five (5) days after the determination in this sentence is
completed, the Executive will purchase, at a price per share (the
“Per-Share Value”) in cash equal to the fair market
value of a share of common stock of Parent (a “ Parent
Common Share ”) as of April 1, 2006 (as determined
by an independent third party valuation firm, chosen by Parent in
its discretion, on a date as near as practicable to April 1,
2006), a number of Parent Common Shares equal to (i) one and
one half million dollars ($1.5 million) divided by (ii) the
Per Share Value (such purchased Parent Common Shares, “
Purchased Parent Shares ”). As a condition to the
Executive’s purchase of the Parent Common Shares, the
Executive hereby agrees that he will become a party to the
Shareholders Agreement by and among Parent and the Shareholders
named therein, dated as of January 27, 2005, as amended (the
“ Shareholders Agreement ”).
(d) Equity Compensation .
Effective as of April 1, 2006, the Executive will be granted
options on 77,537 Parent Common Shares, plus options on a number of
Parent Common Shares equal to the difference between (i) the
number of Parent Common Shares equal to 0.60% of the fully diluted
ownership of Parent, pro forma for all Parent Common Shares and
options on Parent Common Shares issued or contemplated to be issued
at or around the completion of the transactions contemplated by the
Merger Agreement among Intelsat (Bermuda), Ltd., Proton Acquisition
Corporation and PanAmSat Holding Corporation dated as of
August 28, 2005 (the “Merger Agreement”), and
assuming repurchases of all shares that, after such completion, are
expected to be repurchased pursuant to agreements in effect as of
the date of such completion; and (ii) 77,537 (each such option
on each such Parent Common Share, an “ Option ,”
and, collectively, the “ Options ”), having the
terms and conditions provided below and such other terms and
conditions not inconsistent therewith as may be provided for in
Parent’s
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2005 Share Incentive Plan, including a strike
price equal to the Per-Share Value. The Options shall provide that
any Parent Common Shares received upon exercise of Options shall be
subject to the terms of the Shareholders Agreement.
(A) Time-Vesting Options .
Forty and nine-tenths percent (40.9%) of the Options (the
“ Time-Vesting Options ”) shall vest over sixty
(60) months in equal monthly installments commencing on the
last day of the first full calendar month following the Effective
Date, subject to the Executive’s continued employment on the
date of vesting and to Section 4 below. Subject to the
Executive’s continued employment, notwithstanding the
foregoing, if “private equity investors” own less than
40% of the aggregate equity interests, measured by vote and value,
of the Company (“ Private Equity Dilution ”),
then the Time-Vesting Options will become fully vested on the date
that is twelve months after the transaction which causes the
Private Equity Dilution. For purposes of this
Section 2.1(d)(A), “private equity investors”
shall mean the Investors (as defined below) and any other similar
entities or divisions of entities which are similar type private
equity investors including, without limitation, entities which
provide venture capital or long-term share capital in exchange for
an ownership interest in another entity.
(B) Performance-Vesting
Options . An additional forty and nine-tenths percent
(40.9%) of the Options shall vest (less any such Options that
have already vested pursuant to this clause) if and when the
Investors (as defined below) have received a Cumulative Total
Return as set forth below (the “ Cumulative Total Return
Goals ”) between five (5) and six (6) times the
amount invested by the Investors collectively during the applicable
period over which Cumulative Total Return is measured (the “
Performance Period ”), subject to the
Executive’s continued employment as of the date, if any, that
such Cumulative Total Return is reached and to Section 4
below. The remaining eighteen and two-tenths percent
(18.2%) of the Options granted to the Executive hereunder
shall vest (less any such Options that have already vested pursuant
to this clause) if and when the Investors have received a
Cumulative Total Return between eight (8) and nine
(9) times the amount invested by the Investors collectively
during the Performance Period, subject to the Executive’s
continued employment as of the date, if any, that such Cumulative
Total Return is reached and to Section 4 below (together with
the Options described in the immediately preceding sentence, the
“ Performance-Vesting Options ”). Any
Performance-Vesting Options that remain outstanding but not yet
vested as of the eighth (8 th ) anniversary of the Effective
Date shall be forfeited upon such anniversary. If the Cumulative
Total Return is between five (5) and six (6) times or
eight (8) and nine (9) times the amount invested by the
Investors, respectively, the number of Performance-Vesting Options
which shall vest shall be interpolated and rounded to the nearest
whole number of Performance-Vesting Options.
(C) Cumulative Total Return .
The “ Cumulative Total Return ” means the sum
(net of all transaction and valuation costs) of (i) all
dividends and other distributions (including management fees) paid
to the Investors with respect to Parent Common Shares and shares of
preferred stock in Parent beginning from January 28, 2005
(“ Parent Preferred Shares ”), (ii) the
gross proceeds of any sale of Parent Common Shares and Parent
Preferred Shares by any of the Investors, and (iii) solely for
purposes of determining Cumulative Total Return as of the eighth
(8 th ) anniversary of the Effective
Date, the fair market value of the Parent Common Shares and Parent
Preferred Shares held by the Investors on the eighth (8
th
) anniversary of
the Effective Date (the “ Fair Market Value ”),
which will be determined by the Compensation Committee in its sole
reasonable discretion. Notwithstanding anything in this Agreement
to the contrary, upon a
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corporate transaction in which all of the
outstanding Parent Common Shares and Parent Preferred Shares are
converted into the right to receive cash, Cumulative Total Return
shall be finally determined and there shall be no further
opportunity to vest in any Performance-Vesting Options. The “
Investors ” means each of the members of the Investor
Group as defined in the Shareholders Agreement.
(D) Adjustment . In the event
of any stock split, reverse stock split, dividend, merger,
consolidation, recapitalization or similar event affecting the
capital structure of Parent, the exercise price and the number and
kind of shares (or other property, including without limitation
cash) subject to the Options shall be equitably adjusted to prevent
the dilution or enlargement of the value of the Options.
2.2 Benefits . During the
Employment Period, the Executive shall be eligible to participate,
on the same basis and at the same level as other similarly situated
senior executives of the Company generally, in any group insurance,
hospitalization, medical, vision, health and accident, disability,
life insurance and enhanced executive life insurance, fringe
benefit and retirement plans or programs of the Company now
existing or hereafter established to the extent that he is eligible
under the general provisions thereof (including eligibility
provisions relating to pre-privatization and post-privatization
employment status). During the Employment Period, the Executive
shall be entitled to twenty-five (25) days vacation time
annually, and with vacation accruals consistent with the
Company’s policies at such time as applied to similarly
situated executives of the Company generally up to a maximum of
sixty (60) days. Notwithstanding the foregoing, the Executive
shall be entitled, during his first 180 days of employment with the
Company, to an “advance” against vacation time not yet
accrued, such advance not to exceed 10 vacation days, and such
advance to be effectively “repaid” by the Executive
from vacation time as accrued. During the Employment Period, the
Executive shall be entitled to an annual car/club/financial
planning allowance of up to twenty-thousand dollars ($20,000),
subject to such documentation of expenditures as the Company may
reasonably require.
2.3 Expenses . During the
Employment Period, pursuant to the Company’s customary
reimbursement policies in force at the time of payment, the
Executive shall be promptly reimbursed, subject to the
Executive’s presentation of vouchers or receipts therefor,
for all expenses incurred by the Executive on behalf of the Company
in the performance of the Executive’s duties
hereunder.
2.4 Relocation Expenses .
(a) The Company will reimburse the Executive for all
documented, reasonable expenses of moving from Arkansas to the
Washington, D.C. metropolitan area (and for reasonable insurance
for full replacement value during the move) the Executive’s
and his family’s household goods and possessions, including
but not limited to the Executive’s personal art and wine
collections (recognizing that such collections may cause the
Executive to incur costs in addition to those associated with an
ordinary household move) and up to three automobiles. The Executive
may select the company or companies to conduct the move, subject to
the approval of the Company, which approval will not be
unreasonably withheld, conditioned or delayed. To the extent that
such reimbursement causes the Executive to incur income taxes, the
Company will gross up the reimbursement to account for the income
tax liability.
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(b) The Company will, on or as soon
as practicable after the Effective Date, obtain temporary housing
for the Executive and the Executive’s immediate family (not
less than two bedrooms) in the Washington D.C. area, and will while
the Executive is in temporary housing reimburse the Executive for
the reasonable costs of meals and laundry/dry cleaning for himself
and his family, until such time as the Executive has leased or
purchased a home in the Washington D.C. area. If, at the time of
such lease or purchase, the Executive has not yet sold his home in
Arkansas (the “Arkansas Home”), the Company shall
thereafter reimburse the Executive for his monthly mortgage payment
and other expenses in respect of the Arkansas Home (including
reasonable expenses for interest, insurance, utilities,
maintenance, and landscaping, and excluding any payments to
principal). The combined time period for such temporary housing
and/or such mortgage and expense reimbursement shall not exceed 14
months total. When the Executive sells the Arkansas Home,
(i) the Company will reimburse the Executive for the actual
loss, if any, on such sale documented by the Executive, up to a
maximum amount of three hundred thousand dollars ($300,000) or
(ii) the Executive will repay to the Company the amount of any
mortgage payments on the Arkansas Home reimbursed by the Company
pursuant to this Section 2.4 to the extent of the actual gain,
if any, on such sale. The Company will also provide the Executive,
as of the Effective Date, with a relocation allowance equal to four
weeks pro rata of the Executive’s Base Salary.
3. Employment Period . The
Executive’s employment under this Agreement shall commence as
of the Effective Date, and shall terminate on the first anniversary
thereof, unless terminated earlier pursuant to Section 4 (the
“ Initial Employment Period ”). Unless written
notice of either party’s desire to terminate this Agreement
has been given to the other party at least ninety (90) days
but no more than one hundred and twenty (120) days prior to
the expiration of the Initial Employment Period (or any renewal
thereof contemplated by this sentence), the term of the
Executive’s employment hereunder shall be automatically
renewed for successive one (1) year periods (such term,
including the Initial Employment Period, as it may be extended, the
“ Employment Period ”). A notice of non-renewal
provided by the Company shall be treated as a termination by the
Company without Cause for purposes of Sections 4.4(a), (b),
(c) and (d) (and the Company shall have no additional
obligation other than the payment of the Executive’s earned
but unpaid compensation through the effective date of such
termination, except as otherwise required by law or the terms of
the Company’s benefit plans), and a notice of non-renewal
provided by the Executive shall be treated as a termination by the
Executive without Good Reason for purposes of
Section 4.6.
4. Termination and Forfeiture of
Payments and Benefits .
4.1 Termination by the Company
for Cause . The Executive’s employment with the Company
may be terminated at any time by the Company for Cause. Upon such a
termination, the Company shall have no obligation to the Executive
pursuant to this Agreement other than the payment of the
Executive’s earned and unpaid compensation through the
effective date of such termination, except as otherwise required by
law or by the terms of the Company’s benefit plans. Any
Purchased Parent Shares may be repurchased by Parent at any time
following such termination of employment at a price per Purchased
Parent Share equal to the lesser of (i) the greater of
(x) the Fair Market Value of such Purchased Parent Share on
the date of the most recent valuation prior to such termination
minus (y) the value of any dividends, distributions, or
dividend equivalents previously paid to the Executive in respect of
such Purchased Parent Share
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(subject to equitable adjustment in
Parent’s discretion to reflect dividends, distributions,
corporate transactions, or similar events, to the extent not
reflected in (y)) or $0, or (ii) (x) the amount paid by
the Executive to purchase such Purchased Parent Share minus
(y) the value of any dividends, distributions, or dividend
equivalents previously paid to the Executive in respect of such
Purchased Parent Share (subject to equitable adjustment in
Parent’s discretion to reflect dividends, distributions,
corporate transactions, or similar events, to the extent not
reflected in (y)) but in no event less than $0. All Options that
are outstanding and unexercised as of the date of termination shall
be forfeited as of the date of termination, and Parent may
repurchase any Parent Common Shares held by the Executive as a
result of the exercise of Options at any time and from time to time
after the date of such termination for a purchase price equal to
the par value of such repurchased shares and, following such
repurchase, the Executive shall have no rights with respect to such
shares other than the receipt of such par value amount.
For purposes of this Agreement, the
term “ Cause ” shall mean any of the following:
(i) the Executive’s failure to perform materially his
duties under the Agreement (other than by reason of illness or
disability), (ii) the Executive’s commission of, or plea
of no contest to, a felony or his commission of, or plea of no
contest to, any other crime involving moral turpitude or his
commission of a material dishonest act or fraud against the Company
or any of its Affiliates, (iii) any act or omission by the
Executive that is the result of his misconduct or gross negligence
and that is, or may reasonably be expected to be, materially
injurious to the financial condition, business or reputation of the
Company or any of its Affiliates, or (iv) the
Executive’s breach of any material provision of this
Agreement. Any such occurrence described in clause (i) or
(iv) of the preceding sentence that is curable shall
constitute “ Cause ” only after the Company has
given the Executive written notice of, and twenty
(20) business days’ opportunity to cure, such violation,
and then only if such occurrence is not cured.
4.2 Permanent Disability .
If, during the Employment Period, the Executive becomes disabled
within the meaning of the Company’s applicable long-term
disability plan, the Company shall have the right to terminate the
Executive’s employment with the Company upon written notice
to the Executive. Upon such a termination, the Company shall have
no obligation to the Executive other than to pay the
Executive’s earned and unpaid compensation through the
effective date of such termination and to treat the Options as
described below in this Section 4.2, except as otherwise
required by law or by the terms of the Company’s benefit
plans. Any Time-Vesting Options that are not vested as of the date
of termination shall vest as of the date of termination. Any
Performance-Vesting Options that are not vested as of the date of
termination will remain outstanding and if the Investors meet the
Cumulative Total Return Goal prior to the eighth (8
th
) anniversary of
the Effective Date, the Executive will vest in a number of
Performance-Vesting Options, at such time as each applicable
Cumulative Total Return Goal is met, which number is equal to the
difference between (1) the product of (x) the total
number of Performance-Vesting Options which would have been vested
as of the date of the determination had the Executive remained
employed through such date and (y) a fraction, the numerator
of which is the period of time that the Executive was employed by
the Company from the Effective Date and the denominator of which is
the period of time from the Effective Date until the applicable
Cumulative Total Return Goal is met, and (2) any
Performance-Vesting Options that already vested. All other
Performance-Vesting Options will be forfeited. Any
Performance-Vesting Options that remain outstanding but not yet
vested as of the eighth (8 th ) anniversary of the Effective
Date shall be forfeited. Following the Executive’s disability
pursuant to this
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Section 4.2, Section 4.4(d) shall
apply to any repurchase by Parent of Parent Common Shares held by
the Executive following the Executive’s termination of
employment under this Section 4.2 as a result of the exercise
of Options and to Parent repurchases of Purchased Parent Shares.
Notwithstanding the foregoing, the Compensation Committee, in its
sole discretion, may permit the vesting of any Performance-Vesting
Options that are not vested as of the date of
termination.
4.3 Death . The
Executive’s employment with the Company shall terminate
automatically upon the death of the Executive and the Company shall
have no obligation to the Executive or the Executive’s estate
other than to pay the Executive’s earned and unpaid
compensation through the date of the Executive’s death, and
to treat the Options as described below in this Section 4.3,
except as otherwise required by law or by the terms of the
Company’s benefit plans. Any Time-Vesting Options that are
not vested as of the date of death shall vest as of the date of
death. Any Performance-Vesting Options that are not vested as of
the date of death will remain outstanding and if the Investors meet
the Cumulative Total Return Goal prior to the eighth (8
th
) anniversary of
the Effective Date, a number of Performance-Vesting Options will
vest at such time as each applicable Cumulative Total Return Goal
is met, which number is equal to the difference between
(1) the product of (x) the total number of
Performance-Vesting Options which would have been vested as of the
date of the determination had the Executive remained employed
through such date and (y) a fraction, the numerator of which
is the period of time that the Executive was employed by the
Company from the Effective Date and the denominator of which is the
period of time from the Effective Date until the applicable
Cumulative Total Return Goal is met, and (2) any
Performance-Vesting Options that already vested. All other
Performance-Vesting Options will be forfeited. Any
Performance-Vesting Options that remain outstanding but not yet
vested as of the eighth (8 th ) anniversary of the Effective
Date shall be forfeited. Following the Executive’s death,
Section 4.4(d) shall apply to Parent repurchases of Parent
Common Shares held by the Executive as a result of the exercise of
Options and to Parent repurchases of Purchased Parent Shares.
Notwithstanding the foregoing, the Compensation Committee, in its
sole discretion, may permit the vesting of any Options that are not
vested as of the date of termination.
4.4 Termination by the Company
Without Cause . The Executive’s employment with the
Company may be terminated at any time by the Company without Cause.
In such event, the Executive shall have the rights set forth in the
subparagraphs below.
(a) Severance . Subject to
the Executive’s continued compliance with his obligations
under this Agreement, the Company shall have no obligation to the
Executive other than: (i) the payment of the Executive’s
earned and unpaid compensation through the effective date of such
termination; (ii) the payment of any deferred bonus, subject
to the provisions of Section 409A of the Internal Revenue Code
of 1986, as amended (the “ Code ”);
(iii) the payment of an amount equal to the sum of the
Executive’s annual Base Salary plus the Executive’s
Target Bonus (but not the Additional Bonus), fifty percent
(50%) of which shall be paid to the Executive upon the first
business day following the six (6) month anniversary of the
date of termination of employment and the remainder of which shall
be paid to the Executive in equal installments each month
thereafter for six (6) months; and (iv) treatment of the
Options (and, if applicable, Purchased Parent Shares) as described
below in Sections 4.4(b), (c) and (d), except as otherwise
required by law or by the terms of the Company’s benefit
plans (excluding severance plans); provided , that if the
termination without Cause occurs within the six (6) month
period
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after a Change of Control (as defined in
Section 4.8 below), in lieu of the cash severance benefits set
forth in clause (iii) above, the Executive shall receive the
payment over a twelve (12) month period in equal monthly
installments of the sum of the Executive’s annual Base Salary
plus the greater of (x) the Executive’s Target Bonus
(but not the Additional Bonus) as in effect as of the date of
termination and (y) the Target Bonus (but not the Additional
Bonus) paid to the Executive for the year immediately preceding the
year in which the date of termination occurs. In the event that the
Executive is eligible to receive the severance benefits provided
for by this Section 4.4(a), the Executive shall not be
eligible to receive severance benefits under any other Company
plan, policy, or agreement. With respect to clauses (i) and
(ii), and for the avoidance of doubt, the fact that the Company
might pay, after the Executive’s termination date, to its or
its Affiliates’ employees a bonus relating to the
Company’s performance during all or any part of the period
when the Executive was an employee of the Company shall not give
rise to any entitlement by the Executive to any such bonus, or to
the Target Bonus or the Additional Bonus, whether as earned
compensation, a deferred bonus, or otherwise.
(b) Time-Vesting Options .
Any unvested Time-Vesting Options shall be forfeited as of the date
of termination; provided , that if the termination without
Cause occurs within the six (6) month period after a Change of
Control (as defined in Section 4.8 below), all unvested
Time-Vesting Options shall vest as of the date of
termination.
(c) Performance-Vesting
Options . If the Performance-Vesting Option are not vested as
of the date of termination, they shall remain outstanding until the
one hundred eightieth (180 th ) day following the date of
termination, and if still unvested as of such day, shall be
forfeited.
(d) Repurchase and Cancellation
Right . Any (i) Parent Common Shares held by the Executive
as a result of the exercise of Options may be repurchased by Parent
at a price per share equal to the fair market value of a Parent
Common Share as determined on the date of the most recent valuation
of Parent Common Shares (the “ Recent Valuation
”) prior to such termination, at any time following
(x) the date of termination of employment, in the event such
Parent Common Shares were held as of such termination and
(y) the exercise of Options, in the event such exercise
occurred after the date of termination of employment,
provided , that Parent Common Shares acquired upon exercise
of Options after termination of employment shall be purchased at a
price per share equal to the fair market value of Parent Common
Shares as determined pursuant to the Recent Valuation prior to the
applicable exercise date; (ii) outstanding and unexercised
Options may be cancelled by Parent at any time following the date
of termination of employment in exchange for the payment to the
Executive of an amount per Option equal to the fair market value of
a Parent Common Share as determined on the date of the Recent
Valuation prior to such termination (minus the exercise price of
such Option); and (iii) Purchased Parent Shares may be
repurchased by Parent at any time following the date of termination
of employment, at a price per share equal to the Fair Market Value
of a Parent Common Share as determined on the date of the most
recent valuation prior to such termination.
4.5 Termination by the Executive
for Good Reason . (a) During the Employment Period, the
Executive’s employment with the Company may be terminated by
the Executive for Good Reason, if the Executive provides the
Company with notice within (ninety) 90 days following the
Executive’s knowledge of the event constituting Good Reason.
In the
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event that the Executive terminates his
employment with the Company for Good Reason, the Executive shall be
entitled to the same payments and benefits that he would have been
entitled to receive under Section 4.4 i
