OF THE CODE.
10.
DEFINITIONS.
10.1.
ACCRUED OBLIGATIONS.
FOR PURPOSES OF THIS AGREEMENT, "ACCRUED
OBLIGATIONS" SHALL MEAN:
(I) PAYMENT OF EXECUTIVE'S ANNUAL BASE SALARY THROUGH
THE DATE OF TERMINATION TO THE EXTENT NOT THERETOFORE PAID; AND (II) PAYMENT OF
ANY ACCRUED VACATION PAY NOT YET PAID BY COMPANY.
10.2.
CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN: (I) ANY
WILLFUL, MATERIAL VIOLATION OF ANY LAW OR REGULATION APPLICABLE TO THE BUSINESS
OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; (II) CONVICTION FOR, OR GUILTY
PLEA TO, A FELONY OR A CRIME INVOLVING MORAL TURPITUDE, OR ANY WILLFUL
PERPETRATION OF A COMMON LAW FRAUD; (III) COMMISSION OF AN ACT OF PERSONAL
DISHONESTY WHICH INVOLVES PERSONAL PROFIT IN CONNECTION WITH THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY, OR ANY OTHER ENTITY HAVING A BUSINESS RELATIONSHIP
WITH THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY; (IV) ANY MATERIAL BREACH OF
ANY PROVISION OF ANY AGREEMENT OR UNDERSTANDING BETWEEN THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY AND EXECUTIVE REGARDING THE TERMS OF EXECUTIVE'S
SERVICE AS AN EMPLOYEE, OFFICER, DIRECTOR OR CONSULTANT TO THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY, INCLUDING WITHOUT LIMITATION, THE WILLFUL AND
CONTINUED FAILURE OR REFUSAL TO PERFORM THE MATERIAL DUTIES REQUIRED OF
EXECUTIVE AS AN EMPLOYEE, OFFICER, DIRECTOR OR CONSULTANT OF THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY (OTHER THAN AS A RESULT OF DISABILITY) OR A MATERIAL
BREACH OF ANY APPLICABLE CREATIVE WORKS ASSIGNMENT AND CONFIDENTIALITY AGREEMENT
OR SIMILAR AGREEMENT BETWEEN THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY AND
EXECUTIVE; (V) DISREGARD OF THE POLICIES OF THE COMPANY OR ANY SUBSIDIARY OF THE
COMPANY, SO AS TO CAUSE MATERIAL LOSS, DAMAGE OR INJURY TO THE PROPERTY,
REPUTATION OR EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY IF
EXECUTIVE HAS BEEN GIVEN A REASONABLE OPPORTUNITY TO COMPLY WITH SUCH POLICY OR
CURE HIS FAILURE TO COMPLY; OR (VI) ANY MATERIAL BREACH OF THE NON-COMPETITION
AGREEMENT.
10.3.
DISABILITY OR DISABLED.
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" OR "DISABLED" SHALL MEAN IF EXECUTIVE IS UNABLE TO ENGAGE IN ANY
SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF ANY MEDICALLY DETERMINABLE PHYSICAL OR
MENTAL IMPAIRMENT THAT CAN BE EXPECTED TO RESULT IN DEATH OR CAN BE EXPECTED TO
LAST FOR A CONTINUOUS PERIOD OF NOT LESS THAN TWELVE (12) MONTHS, AS DETERMINED
BY A PHYSICIAN SELECTED BY COMPANY OR ITS INSURERS AND ACCEPTABLE TO EXECUTIVE
OR EXECUTIVE'S LEGAL REPRESENTATIVE (SUCH AGREEMENT AS TO ACCEPTABILITY NOT TO
BE WITHHELD UNREASONABLY OR DELAYED).
5
10.4.
GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL
MEAN:
(A)
A SUBSTANTIAL DIMINUTION IN EXECUTIVE'S POSITION, AUTHORITY,
DUTIES OR RESPONSIBILITIES AS CONTEMPLATED BY SECTION 1 OF THIS AGREEMENT,
EXCLUDING NON-SUBSTANTIAL CHANGES IN TITLE OR OFFICE, AND EXCLUDING ANY
ISOLATED, INSUBSTANTIAL AND INADVERTENT ACTION NOT TAKEN IN BAD FAITH AND WHICH
IS REMEDIED BY COMPANY PROMPTLY AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY
EXECUTIVE;
(B)
ANY FAILURE BY COMPANY TO COMPLY WITH ANY OF THE PROVISIONS OF
SECTION 3 OF