COURSE OF PERFORMING ANY SERVICES FOR THE
COMPANY OR ANY OF ITS SUBSIDIARIES OF EMBEZZLEMENT, THEFT OR ANY OTHER CRIMINAL
ACT; (V) THE INTENTIONAL AND UNAUTHORIZED DISCLOSURE BY EMPLOYEE OF ANY MATERIAL
TRADE SECRET OR MATERIAL CONFIDENTIAL INFORMATION OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES; (VI) THE INTENTIONAL COMMISSION BY EMPLOYEE OF AN ACT WHICH
CONSTITUTES UNFAIR COMPETITION WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES,
INCLUDING, WITHOUT LIMITATION, INDUCING ANY EMPLOYEE OR CUSTOMER OF THE COMPANY
TO BREACH A CONTRACT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES; (VII) THE
REPEATED REFUSAL OR FAILURE BY EMPLOYEE TO COMPLY WITH ANY POLICIES OF THE
COMPANY OR ANY LAWFUL DIRECTIVES OF THE BOARD OF DIRECTORS OF THE COMPANY; OR
(VIII) THE INTENTIONAL AND MATERIAL BREACH BY EMPLOYEE OF ANY CONTRACT TO WHICH
THE COMPANY AND EMPLOYEE ARE PARTIES, WHICH MATERIAL BREACH REMAINS UNCURED BY
EMPLOYEE FOR A PERIOD OF TEN (10) DAYS AFTER THE COMPANY HAS GIVEN EMPLOYEE
WRITTEN NOTICE THEREOF.
8.
TERMINATION BY COMPANY WITHOUT CAUSE.
THE COMPANY SHALL HAVE THE
RIGHT AT ANY TIME AND FOR ANY REASON OR FOR NO REASON TO TERMINATE THE
EMPLOYMENT OF EMPLOYEE AND THIS AGREEMENT WITHOUT CAUSE EFFECTIVE IMMEDIATELY
UPON WRITTEN NOTICE TO EMPLOYEE
9.
TERMINATION UPON DEATH OR DISABILITY.
THE COMPANY MAY TERMINATE
THE EMPLOYMENT OF EMPLOYEE AND THIS AGREEMENT EFFECTIVE UPON NOTICE TO EMPLOYEE
(OR HIS HEIRS OR LEGAL REPRESENTATIVES, AS THE CASE MAY BE) IF EMPLOYEE EITHER
DIES OR IS DISABLED.
AS USED HEREIN, THE TERM "DISABLED" SHALL MEAN THE
INABILITY OR FAILURE OF EMPLOYEE TO PERFORM THE ESSENTIAL FUNCTIONS OF THE
POSITION WITH OR WITHOUT REASONABLE ACCOMMODATION AS A RESULT OF A MENTAL OR
PHYSICAL DISABILITY FOR A PERIOD OF NINETY (90) OR MORE DAYS CONSECUTIVE DAYS
DURING ANY TWELVE (12) MONTH PERIOD, ALL AS DETERMINED IN GOOD FAITH BY THE
BOARD OF DIRECTORS OF THE COMPANY.
10.
TERMINATION BY EMPLOYEE.
A.
EMPLOYEE MAY TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT AT ANY
TIME UPON THIRTY (30) DAYS WRITTEN NOTICE TO THE COMPANY, AS PROVIDED IN SECTION
18(E) OF THIS AGREEMENT.
EMPLOYEE, AT THE REQUEST OF THE COMPANY AND FOR A
PERIOD NOT TO EXCEED SUCH THIRTY (30) DAYS AS REQUESTED BY THE COMPANY, SHALL
CONTINUE TO RENDER HIS SERVICES IN ACCORDANCE WITH THIS AGREEMENT AND SHALL BE
PAID HIS REGULAR SALARY AND RECEIVE HIS NORMAL BENEFITS UP TO THE TERMINATION
DATE.
B.
EMPLOYEE MAY TERMINATE HIS EMPLOYMENT WITH THE COMPANY UNDER THIS
AGREEMENT AT ANY TIME FOR GOOD REASON (AS DEFINED BELOW).
THE TERM "GOOD
REASON" MEANS EMPLOYEE'S RESIGNATION AS AN EMPLOYEE OF THE COMPANY AS A RESULT
OF (I) THE COMPANY MATERIALLY VIOLATING ANY OF ITS OBLIGATIONS TO EMPLOYEE UNDER
THIS AGREEMENT OR ANY OTHER AGREEMENT OF THE COMPANY OR ITS AFFILIATES TO WHICH
THE EMPLOYEE OR ANY AFFILIATE OF EMPLOYEE (INCLUDING, INTELLECTUS, LLC) IS A
PARTY, (II)
A SUBSTANTIAL CHANGE IN EMPLOYEE'S DUTIES TO WHICH EMPLOYEE DOES
NOT CONSENT, (III)
A DECREASE IN EMPLOYEE'S SALARY OR PERFORMANCE BONUSES TO
WHICH EMPLOYEE DOES NOT CONSENT, OR (IV)