Lexmark 2012 Annual Report Download - page 180

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executives of the Company; (iii) a reduction in Executive’s benefits, except to the extent that the benefits of all other officers of the Company are similarly
reduced; (iv) a relocation of Executive’s principal office to a location more than one hundred (100) miles from the location at which Executive was
performing Executive’s duties as of the Effective Date, except for required travel by Executive on the Company’s business; or (v) the material breach by
the Company of any of its obligations under this Agreement, or any other employment or incentive compensation agreement or arrangement by and
between Executive, Lexmark or the Company, including but not limited to the Perceptive Software, Inc. Amended and Restated Executive Bonus Plan
and the Perceptive Software, Inc. Incentive Compensation Program; provided, however, that such termination shall only be for Good Reason if Executive
provides notice to Company of his intent to terminate employment for Good Reason and provides Company a chance to cure such event constituting
Good Reason to the reasonable satisfaction of Executive within a reasonable period, but not to exceed 60 days, following Executive’s specific notice to
Company of such an intent to terminate employment for Good Reason.
(j) Notice of Termination. “Notice of Termination” means a written notice of termination which (A) indicates the specific termination provision in this
Agreement relied upon, (B) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of Executive’s employment under the provision so indicated, and (C) specifies the Date of Termination.
(k) Post-Effective Period. “Post-Effective Period” means the period commencing on the Effective Date and ending on the 12-month anniversary of such
date.
(l) Subsidiary. “Subsidiary” means any entity that is directly or indirectly controlled by Lexmark or any other entity in which Lexmark has a significant
equity interest, as determined by the Board.
2. Termination of Employment during the Post-Effective Period
(a) Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Post-Effective Period. If the Company
determines in good faith that a Disability of Executive has occurred during the Post-Effective Period, it may give Executive a Notice of Termination and
Executive’s employment with the Company shall terminate effective upon receipt of such notice by Executive (the “ Disability Effective Date”).
(b) Company Termination of Employment. The Company may terminate Executive’s employment at any time during the Post-Effective Period for Cause
or without Cause.
(c) Executive Termination of Employment. Executive may terminate Executive’s employment at any time during the Post-Effective Period for Good
Reason or without Good Reason.
(d) Notice of Termination. Any termination by the Company for Cause or any termination by Executive for Good Reason shall be communicated by Notice
of Termination to the
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