90 CONSECUTIVE DAYS OR AN AGGREGATE OF 120 DAYS, WHETHER OR NOT CONSECUTIVE,
DURING ANY CONSECUTIVE 12-MONTH PERIOD.
DISABILITY SHALL BE DETERMINED BY A
LICENSED PHYSICIAN SELECTED BY THE COMPANY THAT IS NOT AFFILIATED WITH YOU OR
THE COMPANY.
IN THE EVENT OF YOUR DEATH OR DISABILITY, THE AMOUNTS DUE YOU
PURSUANT TO THIS AGREEMENT THROUGH THE DATE OF YOUR DEATH OR DISABILITY WILL BE
PAID TO YOU OR YOUR BENEFICIARIES.
5.
TERMINATION FOR CAUSE.
YOUR EMPLOYMENT UNDER THIS AGREEMENT MAY
BE TERMINATED IMMEDIATELY BY THE COMPANY FOR "CAUSE" (AS SUCH TERM IS DEFINED
BELOW).
IF THE COMPANY ALLEGES CAUSE, IT WILL SPECIFY IN WRITING THE REASONS
AND YOU SHALL HAVE TEN (10) BUSINESS DAYS FROM THE DATE SUCH NOTICE IS GIVEN IN
WHICH TO CURE SUCH CAUSE.
ABSENT SUCH CURE WITHIN THE CURE PERIOD, YOUR
EMPLOYMENT SHALL BE DEEMED TERMINATED FOR CAUSE ON THE DATE SUCH NOTICE WAS
GIVEN.
CAUSE SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
(A)
GROSS NEGLIGENCE OR A MATERIAL VIOLATION BY YOU OF ANY DUTY OR ANY
OTHER MATERIAL OR REPETITIVE MISCONDUCT OR FAILURE ON YOUR PART;
(B)
YOUR CONVICTION BY OR ENTRY OF A PLEA OF GUILTY OR NO CONTEST IN A
COURT OF COMPETENT AND FINAL JURISDICTION FOR ANY CRIME THAT IS PUNISHED BY
IMPRISONMENT; OR
(C)
YOUR COMMISSION OF AN ACT OF FRAUD, WHETHER PRIOR TO OR SUBSEQUENT
TO THE DATE OF THIS AGREEMENT, UPON THE COMPANY OR ANY OF ITS AFFILIATES.
In the event of termination for "cause," this Agreement will terminate, and your
salary and unexercised stock options will terminate as of the date of
termination for cause, beyond which point in time the Company shall have no
further obligations to you whatsoever, unless otherwise required by law.
6.
OTHER TERMINATION.
(A)
SEVERANCE PAY.
THE COMPANY MAY TERMINATE THIS AGREEMENT AT ANY
TIME AND WITHOUT CAUSE AT THE COMPANY'S SOLE DISCRETION, EFFECTIVE FIVE (5) DAYS
AFTER NOTICE TO YOU.
UPON THE TERMINATION OF THIS AGREEMENT FOR OTHER THAN
"CAUSE", OR UPON A TERMINATION OF THIS AGREEMENT BY EMPLOYEE FOR GOOD REASON (AS
DEFINED BELOW), THE COMPANY SHALL CONTINUE DURING THE TERM OF YOUR EMPLOYMENT
HEREUNDER TO PAY TO YOU IN MONTHLY INSTALLMENTS, AS SEVERANCE PAY, YOUR FULL
BASE SALARY IN EFFECT AT THE TIME OF SUCH TERMINATION.
YOUR RIGHT TO SEVERANCE
PAY SHALL TERMINATE IN THE EVENT YOU BREACH ANY OF THE TERMS OF SECTIONS 7, 8 OR
9 OF THIS AGREEMENT.
In the event of termination of this Agreement (A) by the Company for other than
"cause" and other than upon your death or disability, or (B) by you for Good
Reason, each Option (a) shall immediately vest and (b) shall be exercisable for
two years from such termination (but not in excess of the specified maximum term
of such Option).
You shall also be entitled to continue to receive such
benefits as you are receiving at the time of termination of this Agreement,
e.g.
health plans, etc., until the end of the term of your employment