CONFIDENTIAL BUSINESS
INFORMATION WHICH DOES NOT CONSTITUTE A TRADE SECRET UNDER APPLICABLE LAW TWO
YEARS AFTER ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
6.6
"DISABILITY" OR "DISABLED". EXECUTIVE'S INABILITY AS A RESULT OF
PHYSICAL OR MENTAL INCAPACITY TO SUBSTANTIALLY PERFORM HIS DUTIES FOR THE
COMPANY ON A FULL-TIME BASIS FOR A PERIOD OF SIX (6) MONTHS.
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6.7
"GOOD REASON". A "GOOD REASON" FOR TERMINATION BY EXECUTIVE OF
EXECUTIVE'S EMPLOYMENT SHALL MEAN THE OCCURRENCE DURING THE TERM (WITHOUT THE
EXECUTIVE'S EXPRESS WRITTEN CONSENT) OF ANY ONE OF THE FOLLOWING ACTS BY THE
COMPANY, OR FAILURES BY THE COMPANY TO ACT, AND SUCH ACT OR FAILURE TO ACT HAS
NOT BEEN CORRECTED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH ACT OR
FAILURE TO ACT IS GIVEN BY EXECUTIVE TO THE COMPANY:
(I)
THE ASSIGNMENT TO EXECUTIVE OF ANY DUTIES INCONSISTENT WITH EXECUTIVE'S
STATUS AS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, OR A
SUBSTANTIAL ADVERSE ALTERATION IN THE NATURE OR STATUS OF THE EXECUTIVE'S
RESPONSIBILITIES FROM THOSE ON THE DATE HEREOF; PROVIDED, HOWEVER, THAT IT SHALL
NOT CONSTITUTE A GOOD REASON FOR TERMINATION BY EXECUTIVE NOR A BREACH OF THIS
AGREEMENT FOR THE COMPANY TO PROMOTE OR HIRE A REPLACEMENT FOR EXECUTIVE DURING
THE TERM FOR PURPOSES OF PROVIDING A TRANSITION OF ALL OR PART OF EXECUTIVE'S
DUTIES AND RESPONSIBILITIES SO LONG AS THE COMPANY CONTINUES TO PROVIDE
EXECUTIVE WITH THE COMPENSATION AND BENEFITS SET FORTH IN SECTION 3;
(II)
A REDUCTION BY THE COMPANY IN EXECUTIVE'S BASE SALARY AS IN EFFECT ON
THE DATE HEREOF OR AS THE SAME MAY BE INCREASED FROM TIME TO TIME;
(III)
THE RELOCATION OF EXECUTIVE WITHOUT HIS CONSENT TO A LOCATION MORE THAN
FIFTY (50) MILES FROM HIS PRINCIPAL OFFICE ON THE DATE HEREOF OR REQUIRING
EXECUTIVE TO BE BASED ANYWHERE OTHER THAN THE EXECUTIVE'S PRINCIPAL OFFICE ON
THE DATE HEREOF, EXCEPT FOR REASONABLY REQUIRED TRAVEL ON THE COMPANY'S
BUSINESS;
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(IV)
THE FAILURE BY THE COMPANY, WITHOUT EXECUTIVE'S CONSENT, TO PAY TO
EXECUTIVE ANY PORTION OF EXECUTIVE'S CURRENT COMPENSATION (INCLUDING BASE SALARY
AND BONUS), OR TO PAY TO THE EXECUTIVE ANY OTHER COMPENSATION WITHIN SEVEN (7)
DAYS OF THE DATE SUCH COMPENSATION IS DUE;
(V)
THE FAILURE BY THE COMPANY TO CONTINUE IN EFFECT ANY COMPENSATION PLAN
IN WHICH EXECUTIVE PARTICIPATES ON THE DATE HEREOF, WHICH IS MATERIAL TO
EXECUTIVE'S TOTAL COMPENSATION, INCLUDING BUT NOT LIMITED TO THE COMPANY'S
EXECUTIVE MANAGEMENT ANNUAL INCENTIVE PLAN, OR ANY LONG-TERM INCENTIVE PLAN, OR
ANY SUBSTITUTE PLANS, UNLESS AN EQUITABLE ARRANGEMENT (EMBODIED IN AN ONGOING
SUBSTITUTE OR ALTERNATIVE PLAN) HAS BEEN MADE WITH RESPECT TO SUCH PLAN, OR THE
FAILURE BY THE COMPANY TO CONTINUE THE EXECUTIVE'S PARTICIPATION IN SUCH PLAN
(OR IN SUCH SUBSTITUTE OR ALTERNATIVE PLAN) ON A BASIS NOT MATERIALLY LESS
FAVORABLE IN TERMS OF THE AMOUNT OF BENEFITS PROVIDED;
(VI)
THE FAILURE BY THE COMPANY TO CONTINUE TO PROVIDE EXECUTIVE WITH
BENEFITS SUBSTANTIALLY SIMILAR TO THOSE ENJOYED BY EXECUTIVE ON THE DATE HEREOF
UNDER ANY