WITH THE COMPANY MAY BE TERMINATED, BY EITHER PARTY, UPON NOT LESS THAN NINETY
(90) DAYS PRIOR WRITTEN NOTICE TO THE OTHER, WITHOUT CAUSE BY THE COMPANY OR FOR
"GOOD REASON" BY YOU.
AS USED HEREIN, THE TERM "GOOD REASON" SHALL MEAN THE
OCCURRENCE, WITHOUT YOUR CONSENT, OF ANY OF THE FOLLOWING:
(I) ANY MATERIAL
DIMINUTION OF YOUR POSITION, DUTIES OR RESPONSIBILITIES HEREUNDER (EXCEPT IN
EACH CASE IN CONNECTION WITH THE TERMINATION OF YOUR EMPLOYMENT FOR CAUSE OR
DISABILITY OR AS A RESULT OF YOUR DEATH, OR TEMPORARILY AS A RESULT OF YOUR
ILLNESS OR OTHER ABSENCE, OR ANY DIMINUTION OF DUTIES RESULTING FROM THE HIRING
BY THE COMPANY OF A NEW CHIEF EXECUTIVE OFFICER) AND (II) ANY MATERIAL BREACH BY
THE COMPANY OF ANY PROVISION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT YOU GIVE
THE COMPANY WRITTEN NOTICE OF SUCH BREACH WITH A THIRTY (30) DAY OPPORTUNITY FOR
THE COMPANY TO CURE SUCH BREACH.
(C)
DEATH.
IN THE EVENT OF YOUR DEATH, YOUR
EMPLOYMENT SHALL TERMINATE ON THE DATE OF DEATH.
(D)
DISABILITY.
IN THE EVENT OF YOUR DISABILITY
(AS DEFINED BELOW), THE COMPANY MAY TERMINATE YOUR EMPLOYMENT BY GIVING TO YOU A
WRITTEN NOTICE OF TERMINATION.
SUCH NOTICE SHALL SPECIFY THE DATE OF
TERMINATION, WHICH DATE SHALL NOT BE EARLIER THAN THIRTY (30) DAYS AFTER THE
NOTICE OF TERMINATION GIVEN.
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" MEANS
YOUR INABILITY TO SUBSTANTIALLY PERFORM YOUR DUTIES HEREUNDER FOR NINETY
(90) CONSECUTIVE DAYS OR ONE HUNDRED EIGHTY (180) DAYS OUT OF THREE HUNDRED
SIXTY FIVE (365) DAYS AS A RESULT OF A PHYSICAL OR MENTAL ILLNESS OR CONDITION,
ALL AS DETERMINED IN GOOD FAITH BY THE BOARD.
3.2
THE COMPANY'S OBLIGATIONS UPON TERMINATION
Following the termination of your employment under the circumstances described
below, the Company shall pay to you the following compensation and provide the
following benefits in full satisfaction and final settlement of any and all
claims and demands that you now have or hereafter may have against the Company
in connection herewith subject to your executing and delivering a release to the
Company as provided in Section 3.4 below prior to the provision of the
compensation and benefits set forth below:
5
(A)
TERMINATION WITHOUT CAUSE BY THE COMPANY OR
WITH GOOD REASON BY YOU OR FAILURE BY THE COMPANY TO EXTEND YOUR TERM.
IN THE
EVENT THAT YOUR EMPLOYMENT SHALL BE TERMINATED BY THE COMPANY PURSUANT TO
SECTION 3.1(B) HEREOF OR UPON EXPIRATION OF THE INITIAL OR ANY RENEWAL TERM OF
THIS AGREEMENT OR PURSUANT TO WRITTEN NOTICE BY YOU IN ACCORDANCE WITH
SECTION 3.1(B) HEREOF, YOU WILL BE ENTITLED TO THE PAYMENT OF YOUR ANNUAL BASE
SALARY FOR A PERIOD OF SIX (6) MONTHS FROM THE DATE OF TERMINATION OR
EXPIRATION, AS THE CASE MAY BE, SUBJECT TO AN OBLIGATION ON YOUR PART TO SEEK
GAINFUL OR OTHER EMPLOYMENT DURING SUCH SIX (6) MONTH PERIOD.
IN ADDITION, ANY
CFO OPTIONS WHICH HAVE VESTED AND REMAIN UNEXERCISED PRIOR TO THE DATE OF
TERMINATION OF THE CFO'S EMPLOYMENT