DATE.
UP TO ONE WEEK OF VACATION TIME MAY BE CARRIED OVER UNTIL MARCH
31 OF THE NEXT CALENDAR YEAR, AT WHICH TIME IT SHALL BE FORFEITED IF UNUSED.
7.
TERMINATION.
THE TERM OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
COMMENCE ON THE EFFECTIVE DATE AND TERMINATE TWO (2) YEARS THEREAFTER, UNLESS
TERMINATED EARLIER BY THE COMPANY OR BY THE EXECUTIVE PURSUANT TO THIS PARAGRAPH
7.
A.
TERMINATION BY THE COMPANY FOR CAUSE;
RESIGNATION BY EXECUTIVE WITHOUT GOOD REASON.
(I)
THE TERM AND THE EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED BY THE
COMPANY FOR CAUSE (DEFINED BELOW).
ADDITIONALLY, THE EXECUTIVE'S EMPLOYMENT
SHALL TERMINATE AUTOMATICALLY UPON EXECUTIVE'S RESIGNATION WITHOUT GOOD REASON
(AS HEREINAFTER DEFINED).
(II)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN: (A) THE EXECUTIVE'S
MATERIAL BREACH OF THIS AGREEMENT; (B) THE EXECUTIVE'S WILLFUL MISCONDUCT IN THE
PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER THAT HAS AN ADVERSE EFFECT ON THE
COMPANY; (C) THE EXECUTIVE'S INDICTMENT FOR, OR PLEA OF NOLO CONTENDERE TO A
FELONY UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR A MISDEMEANOR
INVOLVING MORAL TURPITUDE; OR (D) THE EXECUTIVE'S WILLFUL MALFEASANCE OR WILLFUL
MISCONDUCT IN CONNECTION WITH THE EXECUTIVE'S DUTIES HEREUNDER WHICH IS
MATERIALLY INJURIOUS TO THE FINANCIAL CONDITION OR BUSINESS REPUTATION OF THE
COMPANY; PROVIDED, THAT NO SUCH TERMINATION SHALL BE EFFECTIVE AS A TERMINATION
FOR "CAUSE" UNLESS THE EXECUTIVE HAS BEEN GIVEN WRITTEN NOTICE BY THE BOARD OF
ITS INTENTION TO TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR CAUSE, STATING THE
GROUNDS FOR SUCH PURPORTED TERMINATION.
(III)
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE OR
IF THE EXECUTIVE RESIGNS WITHOUT GOOD REASON, THE EXECUTIVE SHALL BE ENTITLED
ONLY TO RECEIVE:
3
(A)
THE EXECUTIVE'S BASE SALARY THROUGH THE DATE OF THE EXECUTIVE'S
TERMINATION, PAID IN ONE LUMP SUM WITHIN THE PAYROLL PERIOD IMMEDIATELY
FOLLOWING THE EXECUTIVE'S DATE OF TERMINATION;
(B)
REIMBURSEMENT FOR ANY BUSINESS EXPENSES PROPERLY INCURRED BY THE
EXECUTIVE IN ACCORDANCE WITH COMPANY POLICY PRIOR TO THE DATE OF THE EXECUTIVE'S
TERMINATION; AND
(C)
SUCH BENEFITS, IF ANY, PURSUANT TO PARAGRAPH 4 HEREIN AS TO WHICH
THE EXECUTIVE MAY BE ENTITLED AS OF THE EFFECTIVE DATE OF TERMINATION UNDER THE
EMPLOYEE BENEFIT PLANS OF THE COMPANY, AS REQUIRED BY APPLICABLE LAW.
The amounts described in clauses (A) through (C) are referred to herein as the
"Accrued Rights."
B.
TERMINATION BY THE COMPANY WITHOUT CAUSE;
RESIGNATION BY EXECUTIVE FOR GOOD REASON.
(I)
THE TERM AND THE EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED BY THE
COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE'S RESIGNATION FOR GOOD REASON.
(II)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN ONLY: (A) THE
FAILURE OF THE COMPANY TO PAY OR CAUSE TO BE PAID, OR TO PROVIDE OR CAUSE TO BE
PROVIDED, ANY PART OF THE EXECUTIVE'S COMPENSATION, BENEFITS OR PERQUISITES
WITHIN TEN BUSINESS DAYS FROM THE DATE DUE HEREUNDER; (B) ANY CHANGE IN THE
EXECUTIVE'S OFFICE LOCATION THAT WOULD REQUIRE HIM TO COMMUTE MORE THAN FIFTY
(50) MILES FROM HIS CURRENT PERSONAL RESIDENCE, AS SPECIFIED