IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND (III) WAIVE ANY OBJECTION WHICH SUCH
PARTY MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY SUCH COURT.
THE COMPANY AND THE EXECUTIVE EACH ALSO IRREVOCABLY AND
UNCONDITIONALLY CONSENT TO THE SERVICE OF ANY PROCESS, PLEADINGS, NOTICES OR
OTHER PAPERS IN A MANNER PERMITTED BY THE NOTICE PROVISIONS OF SECTION 15
HEREOF.
(D)
THE EXECUTIVE AGREES THAT HE WILL PROVIDE A
COPY OF SECTIONS 7, 8, AND 9 OF THIS AGREEMENT TO ANY FOR-PROFIT BUSINESS OR
ENTERPRISE (I) WHICH HE MAY DIRECTLY OR INDIRECTLY OWN, MANAGE, OPERATE,
FINANCE, JOIN, PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION, FINANCING,
CONTROL OR CONTROL OF, OR (II) WITH WHICH HE MAY BE CONNECTED WITH AS AN
OFFICER, DIRECTOR, EMPLOYEE, PARTNER, PRINCIPAL, AGENT, REPRESENTATIVE, OR
CONSULTANT, OR IN CONNECTION WITH WHICH HE MAY USE OR EXPRESSLY PERMIT HIS NAME
TO BE USED; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT APPLY IN RESPECT OF
SECTION 8 OF THIS AGREEMENT AFTER EXPIRATION OF THE TIME PERIODS SET FORTH
THEREIN.
11.
TERMINATION.
(A)
CAUSE.
NOTWITHSTANDING ANYTHING HEREIN
CONTAINED, IF ON OR AFTER THE DATE HEREOF AND PRIOR TO THE END OF THE EMPLOYMENT
TERM, THE EXECUTIVE IS TERMINATED "FOR CAUSE" (AS DEFINED BELOW) THEN THE
COMPANY SHALL HAVE THE RIGHT TO GIVE NOTICE OF TERMINATION OF THE EXECUTIVE'S
SERVICES HEREUNDER AS OF A DATE TO BE SPECIFIED IN SUCH NOTICE, AND THE
EMPLOYMENT TERM SHALL TERMINATE ON THE DATE SO SPECIFIED.
TERMINATION "FOR
CAUSE" SHALL MEAN THE EXECUTIVE SHALL (I) BE CHARGED WITH THE COMMISSION OF A
FELONY CRIME; (II) COMMIT ANY ACT OR OMIT TO TAKE ANY ACTION IN BAD FAITH AND TO
THE DETRIMENT OF THE COMPANY; (III) INTENTIONALLY FAIL TO FOLLOW ANY
COMMERCIALLY REASONABLE AND LAWFUL DIRECTION OF THE BOARD AND CONTINUE TO FAIL
TO FOLLOW SUCH DIRECTION WITHIN TEN (10) DAYS OF WRITTEN NOTIFICATION OF SAME;
(IV) COMMIT AN ACT OF FRAUD AGAINST THE COMPANY; (V) KNOWINGLY PROVIDE
MATERIALLY FALSE INFORMATION CONCERNING THE COMPANY TO THE BOARD, ANY
GOVERNMENTAL BODY, ANY REGULATORY AGENCY, ANY LENDER OR OTHER FINANCING SOURCE
OF THE COMPANY, OR ANY SHAREHOLDER OF THE COMPANY; OR (VI) BREACH ANY TERM OF
THIS AGREEMENT AND FAIL TO CORRECT SUCH BREACH WITHIN TEN (10) DAYS AFTER
WRITTEN NOTICE OF COMMISSION THEREOF.
IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED "FOR CAUSE" PURSUANT TO THIS SECTION 11(A), THEN THE EXECUTIVE SHALL
BE ENTITLED TO RECEIVE ONLY THE BASE SALARY AT THE RATE PROVIDED IN SECTION 3(A)
TO THE DATE ON WHICH TERMINATION SHALL TAKE EFFECT, ANY ACCRUED VACATION AND
UNPAID EXPENSES AS CONTEMPLATED UNDER SECTION 5, AND (III) ANY PERFORMANCE BONUS
EARNED AND UNPAID FOR ANY PRIOR PLAN PERIODS AND, IF APPLICABLE UNDER ANY
PERFORMANCE BONUS PLAN FOR THE YEAR OF TERMINATION, THE AMOUNT, IF ANY, EARNED
THEREUNDER TO THE DATE OF TERMINATION (COLLECTIVELY, "ACCRUED BONUS PAYMENTS").
(B)
DISABILITY.
IN THE EVENT THAT THE EXECUTIVE
SHALL BE PHYSICALLY OR MENTALLY INCAPACITATED OR DISABLED OR OTHERWISE UNABLE
FULLY TO DISCHARGE HIS