HAVE NO OBLIGATION OR
LIABILITY TO THE EXECUTIVE UNDER THIS AGREEMENT OTHER THAN AS EXPRESSLY SET
FORTH IN THIS SECTION 5(B)(I).
(II)
THE BOARD MAY DESIGNATE ANOTHER EMPLOYEE
TO ACT IN THE EXECUTIVE'S PLACE DURING ANY PERIOD OF THE EXECUTIVE'S
DISABILITY.
NOTWITHSTANDING ANY SUCH DESIGNATION, THE EXECUTIVE SHALL CONTINUE
TO RECEIVE THE BASE SALARY IN ACCORDANCE WITH SECTION 4(A) HEREOF AND SHALL
CONTINUE PARTICIPATION IN THE EMPLOYEE BENEFIT PLANS OF THE COMPANY IN
ACCORDANCE WITH SECTION 4(E) TO THE EXTENT PERMITTED BY THE THEN-CURRENT TERMS
OF THE APPLICABLE EMPLOYEE BENEFIT PLANS, UNTIL THE EXECUTIVE BECOMES ELIGIBLE
FOR DISABILITY INCOME BENEFITS UNDER ANY DISABILITY INCOME PLAN IN WHICH THE
EXECUTIVE IS PARTICIPATING THROUGH HIS EMPLOYMENT WITH THE COMPANY OR UNTIL THE
TERMINATION OF HIS EMPLOYMENT, WHICHEVER SHALL OCCUR FIRST.
WHILE RECEIVING
DISABILITY INCOME BENEFITS UNDER ANY SUCH DISABILITY INCOME PLAN, THE EXECUTIVE
SHALL NOT BE ENTITLED TO RECEIVE ANY BASE SALARY UNDER SECTION 4(A) HEREOF, BUT
SHALL BE ENTITLED TO CONTINUE TO PARTICIPATE IN THE COMPANY'S EMPLOYEE BENEFIT
PLANS IN ACCORDANCE WITH SECTION 4(E) TO THE EXTENT PERMITTED BY THE
THEN-CURRENT TERMS OF THE EMPLOYEE BENEFIT PLANS UNTIL THE TERMINATION OF HIS
EMPLOYMENT.
7
(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 ALL OR SUBSTANTIALLY ALL OF HIS DUTIES AND RESPONSIBILITIES
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 BOARD'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 REFUSAL OR WILLFUL
FAILURE TO PERFORM (OTHER THAN BY REASON OF DISABILITY), OR GROSS NEGLIGENCE IN
THE PERFORMANCE OF, HIS DUTIES AND RESPONSIBILITIES TO THE COMPANY OR ANY OF ITS
AFFILIATES, WHICH REMAINS UNCURED OR CONTINUES AFTER THIRTY (30) DAYS' NOTICE
FROM THE COMPANY SPECIFYING IN REASONABLE DETAIL THE NATURE OF THE REFUSAL,
WILLFUL FAILURE OR GROSS NEGLIGENCE;
(II)
A MATERIAL BREACH OF THE EMPLOYEE
AGREEMENT OR A MATERIAL BREACH OF A FIDUCIARY DUTY OWED TO THE COMPANY;
(III)
FRAUD, EMBEZZLEMENT OR OTHER DISHONESTY BY
THE EXECUTIVE WITH RESPECT TO THE COMPANY OR ANY OF ITS AFFILIATES (EXCLUSIVE OF
TRIVIAL MATTERS AND GOOD FAITH ERRORS) OR A BREACH OF A PUBLISHED COMPANY POLICY
THAT PLACES THE COMPANY