Nautilus 2004 Annual Report Download - page 76

benefit and Employer’s detriment; (vii) intentional or grossly negligent conduct by Employee that is significantly injurious to Employer or its
affiliates; (viii) Employee’s failure to meet the minimum goals of his position if such are provided in writing to Employee, and as such goals
may be amended from time to time; and (ix) Employee’s death or disability (i.e., Employee’s inability to perform the essential job functions of
the position with or without a reasonable accommodation).
(b) Good Reason . Good Reason shall mean a substantial diminution of employees’ job responsibilities, salary or overall benefits by
Employer or a greater than 50 mile change in Employee’s primary place of employment (without the Employee’s consent), whether by
Employer or any successor in interest to Employer. No event shall constitute “Good Reason” unless the Employee shall have notified the
Company in writing of the conduct allegedly constituting Good Reason and the Company shall have failed to correct such conduct within thirty
(30) days of the date of its receipt of such written notice from the Employee. Moreover, unless Employee shall have notified the Company of
the conduct allegedly constituting Good Reason within six months of the first occurrence of such conduct, then Employee shall have waived
his right to claim that such conduct constitutes “Good Reason” under this Agreement.
(c) At-Will . At-will termination shall mean a termination by the Company where it does not seek to establish Cause or by Employee
without Good Reason. If the Company exercises its right to terminate Employee without Cause, it shall provide the Employee with 120-days
prior written notice of the termination of his/her employment (Notice of Termination), provided however, that at the Company’s sole
discretion, it may immediately relieve Employee from all duties and responsibilities during the Notice Period. After receiving Notice of
Termination, the Employee must continue to perform all duties and responsibilities, unless such duties are removed. If the Company exercises
its option to relieve Employee of duties after the Company has provided Notice of Termination, then the Company shall continue to provide
Employee with the basic benefits generally applicable to the Company’s employees and base salary during the Notice Period. If Employee
exercises his/her right to terminate his/her employment without Good Reason, the Employee agrees to provide the Company with 90-days’
prior written notice of the termination of his employment (Notice of Termination). After receiving such Notice from the Employee, the
Company retains the right to accept Employee’s resignation, and hence, terminate the employment relationship without the need for further
payments, at an earlier date than provided in the Employee’s Notice of Termination.
7. Severance Upon Termination .
(a) Upon termination of Employee’s employment under this Agreement by the Company without Cause or by Employee for Good
Reason (as defined hereunder), then, in lieu of any further salary, bonus, or other payments for periods subsequent to the Date of Termination,
the Company shall pay to the Employee severance equal to 120-days average monthly annual base salary
1
less amounts earned by Employee
from substantially equivalent subsequent employment or work as an independent contractor (“Subsequent Employment”)
3
1
The average annual monthly base salary shall be calculated using the average of the cash compensation received by Employee in the
twelve months prior to the Date of Termination.