RECEIVING SUCH NOTICE.
FURTHERMORE, WITH RESPECT TO CLAUSE (VI) HEREOF,
EXECUTIVE SHALL HAVE A CONTINUING OBLIGATION TO GIVE IMMEDIATE NOTICE TO THE
COMPANY OF ANY SUCH ASSERTION MADE BY THE HKJC, WITHOUT REGARD TO WHETHER SUCH
ASSERTION IS MADE FORMALLY OR INFORMALLY, ORALLY OR IN WRITING, OR WHETHER
EXECUTIVE DEEMS SUCH ASSERTION TO BE WITH OR WITHOUT MERIT, SUBSTANCE OR
VIABILITY.
(C)
TERMINATION BY THE COMPANY WITHOUT CAUSE.
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER AT ANY TIME, WITHOUT
CAUSE, FOR ANY REASON OR NO REASON.
(D)
TERMINATION BY EXECUTIVE FOR GOOD REASON.
EXECUTIVE MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR GOOD REASON (AS
DEFINED BELOW) IF THE COMPANY HAS FAILED TO CURE THE EVENT OR CONDITION
CONSTITUTING GOOD REASON WITHIN THIRTY DAYS AFTER THE EXECUTIVE GIVES WRITTEN
NOTICE TO THE COMPANY SETTING FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES ALLEGEDLY CONSTITUTING GOOD REASON AND SPECIFICALLY REFERENCING
THIS SECTION 5(D).
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN
THAT WITHOUT EXECUTIVE'S PRIOR WRITTEN CONSENT, ANY OF THE FOLLOWING SHALL HAVE
OCCURRED WITHIN NINETY DAYS PRIOR TO THE DELIVERY OF SUCH NOTICE: (I) A MATERIAL
CHANGE, ADVERSE TO EXECUTIVE, IN EXECUTIVE'S POSITIONS, TITLES, OFFICES, OR
DUTIES AS PROVIDED IN SECTION 2, EXCEPT, IN SUCH CASE, IN CONNECTION WITH THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR CAUSE, TOTAL DISABILITY OR DEATH;
(II) AN ASSIGNMENT OF ANY SIGNIFICANT DUTIES TO EXECUTIVE WHICH ARE INCONSISTENT
WITH EXECUTIVE'S POSITIONS OR OFFICES HELD UNDER SECTION 2; (III) A DECREASE IN
BASE SALARY OR MATERIAL DECREASE IN EXECUTIVE'S INCENTIVE COMPENSATION
OPPORTUNITIES PROVIDED UNDER THIS AGREEMENT; AND (IV) ANY OTHER FAILURE BY THE
COMPANY TO PERFORM ANY MATERIAL OBLIGATION UNDER, OR BREACH BY THE COMPANY OF
ANY MATERIAL PROVISION OF, THIS AGREEMENT.
(E)
TERMINATION BY EXECUTIVE FOR OTHER THAN
GOOD REASON.
EXECUTIVE MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR ANY
REASON OR NO REASON UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE COMPANY REFERRING
TO THIS SECTION 5(E); PROVIDED, HOWEVER, THAT A TERMINATION OF EXECUTIVE'S
EMPLOYMENT BY REASON OF DEATH, TOTAL DISABILITY OR GOOD REASON SHALL NOT
CONSTITUTE A TERMINATION BY EXECUTIVE FOR OTHER THAN GOOD REASON PURSUANT TO
THIS SECTION 5(E).
6.
COMPENSATION FOLLOWING TERMINATION
PRIOR TO THE END OF THE TERM.
IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT
HEREUNDER IS TERMINATED PRIOR TO THE END OF THE TERM, EXECUTIVE SHALL BE
ENTITLED ONLY TO THE FOLLOWING COMPENSATION AND BENEFITS:
(A)
STANDARD TERMINATION PAYMENTS.
FOLLOWING
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, IN ADDITION TO SUCH OTHER
AMOUNTS PROVIDED FOR PURSUANT TO SECTIONS 6(B) THROUGH (E) BELOW, THE COMPANY
SHALL PAY THE FOLLOWING AMOUNTS, AND MAKE THE FOLLOWING OTHER BENEFITS
AVAILABLE, TO EXECUTIVE (COLLECTIVELY, THE "STANDARD TERMINATION PAYMENTS"):
(I)
ANY ACCRUED BUT UNPAID BASE SALARY (AS
DETERMINED PURSUANT TO SECTION 3(A)) FOR SERVICES RENDERED TO THE DATE OF
TERMINATION PAYABLE WITHIN 30 DAYS OF TERMINATION;
4
(II)
ALL VESTED NONFORFEITABLE AMOUNTS OWING OR
ACCRUED AT THE DATE OF TERMINATION UNDER BENEFIT PLANS, PROGRAMS, AND
ARRANGEMENTS SET FORTH OR REFERRED TO IN SECTION 4 HEREOF IN WHICH EXECUTIVE