Nautilus 2004 Annual Report Download - page 86

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 365 days
prior written notice of the termination of his 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 right to
terminate his employment without Good Reason, the Employee agrees to provide the Company with 21 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 12 months average monthly annual base salary
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. Such severance payment shall be
made according to the Company’s normal payroll process spread out equally over the severance period. Violation of this Agreement or the
Business Protection Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its
payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph. This Section shall be read in
conjunction with Section 6 c, and shall entitle Employee to a maximum of 12 months severance, benefits, or notice under this Agreement.
(b) If the Company terminates the Employee’s employment during the term of this Agreement for Cause or if the Employee terminates
his employment other than for Good Reason, then the Company shall have no further payment obligations to Employee.
(c) Except as it relates to the receipt of severance (which shall be solely granted under the terms of this Agreement), this Agreement shall
not affect any payments due to Employee under applicable law as a result of the termination of his employment (such as payment of earned
wages).
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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.