SECTION 4 DURING THE PERIOD OF ANY
DISABILITY, UNTIL THE TERMINATION OF HIS EMPLOYMENT IN ACCORDANCE WITH THIS
AGREEMENT.
IF, DURING ANY SUCH DISABILITY PERIOD, THE EXECUTIVE ALSO RECEIVES
DISABILITY INCOME PAYMENTS UNDER THE COMPANY'S DISABILITY INCOME PLAN, THE
COMPANY SHALL BE ENTITLED TO SUBTRACT SUCH AMOUNTS FROM THE BASE SALARY PAID TO
THE EXECUTIVE DURING SUCH DISABILITY PERIOD.
(III)
IF ANY QUESTION SHALL ARISE AS TO WHETHER DURING ANY PERIOD THE
EXECUTIVE IS DISABLED THROUGH ANY ILLNESS, INJURY, ACCIDENT OR CONDITION OF
EITHER A PHYSICAL OR PSYCHOLOGICAL NATURE SO AS TO BE UNABLE TO PERFORM
SUBSTANTIALLY ALL OF HIS DUTIES AND RESPONSIBILITIES
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HEREUNDER, THE EXECUTIVE MAY, AND AT THE REQUEST OF THE COMPANY SHALL, SUBMIT TO
A MEDICAL EXAMINATION BY A PHYSICIAN SELECTED BY THE COMPANY TO WHOM THE
EXECUTIVE OR HIS DULY APPOINTED GUARDIAN, IF ANY, HAS NO REASONABLE OBJECTION TO
DETERMINE WHETHER THE EXECUTIVE IS SO DISABLED AND SUCH DETERMINATION SHALL FOR
THE PURPOSES OF THIS AGREEMENT BE CONCLUSIVE OF THE ISSUE. IF SUCH QUESTION
SHALL ARISE AND THE EXECUTIVE SHALL FAIL TO SUBMIT TO SUCH MEDICAL EXAMINATION,
THE COMPANY'S DETERMINATION OF THE ISSUE SHALL BE BINDING ON THE EXECUTIVE.
(C)
BY THE COMPANY FOR CAUSE. THE COMPANY MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE AT ANY TIME UPON NOTICE TO THE
EXECUTIVE SETTING FORTH IN REASONABLE DETAIL THE NATURE OF SUCH CAUSE. THE
FOLLOWING, AS DETERMINED BY THE BOARD IN ITS REASONABLE JUDGMENT, SHALL
CONSTITUTE CAUSE FOR TERMINATION:
(I)
THE EXECUTIVE'S FAILURE TO PERFORM (OTHER THAN BY REASON OF
DISABILITY), OR SERIOUS NEGLIGENCE IN THE PERFORMANCE OF, HIS MATERIAL DUTIES
AND RESPONSIBILITIES TO THE COMPANY OR ANY OF ITS AFFILIATES; PROVIDED THAT
(A) THIS PROVISION SHALL NOT APPLY TO MERE DISSATISFACTION WITH EXECUTIVE'S
PERFORMANCE OR HIS FAILURE TO ACHIEVE PARTICULAR OBJECTIVES OR GOALS, AND
(B) THIS PROVISION SHALL ONLY CONSTITUTE "CAUSE" WHERE THE COMPANY HAS
PREVIOUSLY PROVIDED THE EXECUTIVE WITH REASONABLY DETAILED WRITTEN NOTICE OF HIS
ALLEGED FAILURE OR NEGLIGENCE WHICH THE EXECUTIVE FAILS TO CURE WITHIN SEVEN
(7) DAYS OF RECEIPT OF THAT NOTICE;
(II)
MATERIAL BREACH OF SECTION 7, 8 OR 9 HEREOF OR BREACH OF ANY
FIDUCIARY DUTY OWED TO THE COMPANY OR ANY OF ITS AFFILIATES:
(III)
FRAUD OR EMBEZZLEMENT OR OTHER DISHONESTY WHICH IS MATERIAL
(MONETARILY OR OTHERWISE) WITH RESPECT TO THE COMPANY OR ANY OF ITS AFFILIATES;
OR
(IV)
INDICTMENT, CONVICTION OR PLEA OF NOLO CONTENDERE TO A FELONY OR
OTHER CRIME INVOLVING MORAL TURPITUDE.
Upon termination of the Executive's employment for Cause, the Company shall pay
the Executive the Final Compensation, but excluding any pro-rated Annual Bonus
for the calendar year in which the termination occurs, and other than such
payment the Company shall have no further obligation to the Executive.
(D)
BY THE COMPANY OTHER THAN FOR CAUSE. THE COMPANY MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER OTHER THAN FOR CAUSE AT ANY TIME UPON NOTICE TO
THE EXECUTIVE. IN THE EVENT OF SUCH TERMINATION, IN ADDITION TO
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FINAL COMPENSATION AND ALL OBLIGATIONS UNDER