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employment period provided under the 1990 Employment Agreements
therefore began on May 29, 1991, and ended on May 28, 1994.
The 1990 Employment Agreements further provided for
substantial lump-sum payments to an executive in the event his
employment was either terminated by petitioner without cause9 or
by the executive for “good reason”. “Good reason” for this
purpose included generally any diminution in the executive’s
preacquisition position or duties, any change in the executive’s
employment location or required travel, or any failure to be paid
the compensation provided in the agreement. The executive’s good
faith determination regarding whether the elements of “good
reason” obtained was conclusive. Further, the 1990 Employment
Agreements provided that any reason would be deemed “good reason”
during the 30-day period following the first anniversary of the
change in control; i.e., May 30 through June 28, 1992 (hereafter,
the June 1992 Window). Thus, the 1990 Employment Agreements
granted each executive who entered them substantial payments if,
during the 3 years after a change in control, the executive (i)
was involuntary terminated (without “cause”), (ii) ceased
employment voluntarily upon a modification of his duties,
9 “Cause” was defined for this purpose as generally the
executive’s willful and continued failure to perform his duties
with the company or his willful engagement in gross misconduct
materially injurious to the company or illegal conduct.
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