REASONABLE CURE PERIOD.
TERMINATION FOR CAUSE SHALL BE EFFECTIVE
IMMEDIATELY FOR THOSE EVENTS DESCRIBED IN SUBPARAGRAPHS (I), (II), (IV), AND
(V).
TERMINATION FOR CAUSE SHALL BE EFFECTIVE IMMEDIATELY UPON THE GIVING OF
NOTICE BY THE COMPANY TO EXECUTIVE OF THE CONTINUANCE OF EXECUTIVE'S FAILURE TO
PERFORM OR COMPLY WITH RESPECT TO THE ITEMS DESCRIBED IN SUBPARAGRAPH
(III) ABOVE OR THE CONTINUANCE OF A BREACH DESCRIBED IN SUBPARAGRAPH
(VI) ABOVE.
IN THE EVENT THAT THE EXECUTIVE IS PURPORTEDLY TERMINATED FOR CAUSE
AND A COURT, ARBITRATOR, OR OTHER TRIBUNAL HAVING JURISDICTION DETERMINES THAT
CAUSE WAS NOT PRESENT, THEN SUCH PURPORTED TERMINATION FOR CAUSE SHALL BE DEEMED
A TERMINATION WITHOUT CAUSE PURSUANT TO THIS SECTION.
DEATH.
THIS EMPLOYMENT AGREEMENT SHALL TERMINATE AUTOMATICALLY EFFECTIVE UPON
THE DEATH OF EXECUTIVE.
2
DISABILITY.
THIS EMPLOYMENT AGREEMENT SHALL TERMINATE AUTOMATICALLY EFFECTIVE
UPON NOTICE OF TERMINATION TO EXECUTIVE (OR SUCH LATER DATE AS MAY BE SPECIFIED
IN SUCH NOTICE) FOLLOWING A DETERMINATION BY THE BOARD OF DIRECTORS THAT THE
EXECUTIVE IS UNABLE TO PERFORM, ONSITE, THE ESSENTIAL FUNCTIONS OF HIS
EMPLOYMENT POSITION DUE TO A DISABILITY OF EXECUTIVE THAT CANNOT BE REASONABLY
ACCOMMODATED BY THE COMPANY.
TERMINATION BY EXECUTIVE.
EXECUTIVE MAY TERMINATE THE EMPLOYMENT TERM UPON
WRITTEN NOTICE OF TERMINATION TO THE COMPANY DELIVERED IN PERSON TO THE COMPANY
PRESIDENT AT LEAST 60 DAYS BEFORE THE EFFECTIVE DATE OF SUCH TERMINATION.
IN
THE EVENT OF TERMINATION BY EXECUTIVE, EXECUTIVE AGREES TO NOTIFY COMPANY
PRESIDENT PERSONALLY AND CONFIDENTIALLY PRIOR TO PROVIDING SUCH NOTIFICATION TO
ANY OTHER COMPANY EMPLOYEE OR PERSON OUTSIDE OF THE EXECUTIVE'S IMMEDIATE FAMILY
AND LEGAL ADVISER.
NOTICE OF TERMINATION.
ANY TERMINATION OF THE EMPLOYMENT TERM BY THE COMPANY OR
BY EXECUTIVE (OTHER THAN TERMINATION UPON EXECUTIVE'S DEATH) SHALL BE
COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY HERETO WITH NO
LESS THAN 60 DAYS' PRIOR NOTICE.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A WRITTEN NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF THE EMPLOYMENT TERM UNDER THE SECTION SO INDICATED.
TERMINATION DISPUTES.
IF, WITHIN 7 DAYS AFTER ANY NOTICE OF TERMINATION IS
GIVEN, THE PARTY RECEIVING SUCH NOTICE OF TERMINATION NOTIFIES THE OTHER PARTY
THAT A DISPUTE EXISTS CONCERNING THE TERMINATION, THE DATE OF TERMINATION SHALL
BE THE DATE ON WHICH THE DISPUTE IS FINALLY DETERMINED, EITHER BY MUTUAL WRITTEN
AGREEMENT OF THE PARTIES, BY A BINDING AND FINAL ARBITRATION AWARD OR BY A FINAL
JUDGMENT, ORDER OR DECREE OF A COURT OF COMPETENT JURISDICTION (THE TIME FOR
APPEAL THEREFROM HAVING EXPIRED AND NO APPEAL HAVING BEEN PERFECTED).
NO FURTHER LIABILITY UPON TERMINATION WITH OR WITHOUT CAUSE FOR ANY REASON OR NO
REASON.
IF THE EMPLOYMENT AGREEMENT IS TERMINATED BY THE COMPANY OR THE
EXECUTIVE FOR ANY REASON OR NO REASON, THE COMPANY SHALL HAVE NO FURTHER
LIABILITY, FINANCIAL OR OTHERWISE, UNDER THIS AGREEMENT EXCEPT TO PAY EXECUTIVE
(I) THE VALUE OF ANY ACCRUED