PRIOR TO THE END OF THE EMPLOYMENT TERM, THE EXECUTIVE IS
TERMINATED "FOR CAUSE" (AS DEFINED BELOW) THEN THE COMPANY SHALL HAVE THE RIGHT
TO GIVE NOTICE OF TERMINATION OF THE EXECUTIVE'S SERVICES HEREUNDER AS OF A DATE
TO BE SPECIFIED IN SUCH NOTICE, AND THE EMPLOYMENT TERM SHALL TERMINATE ON THE
DATE SO SPECIFIED.
TERMINATION "FOR CAUSE" SHALL MEAN THE EXECUTIVE SHALL (I)
BE CHARGED WITH THE COMMISSION OF A FELONY CRIME; (II) COMMIT ANY ACT OR OMIT TO
TAKE ANY ACTION IN BAD FAITH AND TO THE DETRIMENT OF THE COMPANY; (III)
INTENTIONALLY FAIL TO FOLLOW ANY COMMERCIALLY REASONABLE AND LAWFUL DIRECTION OF
THE CHIEF EXECUTIVE OFFICER OR THE BOARD AND CONTINUE TO FAIL TO FOLLOW SUCH
DIRECTION WITHIN TEN (10) DAYS OF WRITTEN NOTIFICATION OF SAME; (IV) COMMIT AN
ACT OF FRAUD AGAINST THE COMPANY; (V) KNOWINGLY PROVIDE MATERIALLY FALSE
INFORMATION CONCERNING THE COMPANY TO THE BOARD, ANY GOVERNMENTAL BODY, ANY
REGULATORY AGENCY, ANY LENDER OR OTHER FINANCING SOURCE OF THE COMPANY, OR ANY
SHAREHOLDER OF THE COMPANY; OR (VI) BREACH ANY TERM OF THIS AGREEMENT AND FAIL
TO CORRECT SUCH BREACH WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE OF COMMISSION
THEREOF.
IN THE EVENT THAT THIS AGREEMENT IS TERMINATED "FOR CAUSE" PURSUANT TO
THIS SECTION 11(A), THEN THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE ONLY THE
BASE SALARY AT THE RATE PROVIDED IN SECTION 3(A) TO THE DATE ON WHICH
TERMINATION SHALL TAKE EFFECT, ANY ACCRUED VACATION AND UNPAID EXPENSES AS
CONTEMPLATED UNDER SECTION 5, AND (III) ANY PERFORMANCE BONUS EARNED AND UNPAID
FOR ANY PRIOR PLAN PERIODS AND, IF APPLICABLE UNDER ANY PERFORMANCE BONUS PLAN
FOR THE YEAR OF TERMINATION, THE AMOUNT, IF ANY, EARNED THEREUNDER TO THE DATE
OF TERMINATION (COLLECTIVELY, "ACCRUED BONUS PAYMENTS").
(B)
DISABILITY.
IN THE EVENT OF THE DISABILITY OF THE EXECUTIVE, AS
DEFINED BELOW, THEN EXECUTIVE OR THE COMPANY MAY TERMINATE THE EXECUTIVE'S
EMPLOYMENT HEREUNDER UPON THIRTY (30) DAYS' WRITTEN NOTICE TO THE OTHER.
IN THE
EVENT OF TERMINATION AS A RESULT OF EXECUTIVE'S DISABILITY, NO FURTHER
COMPENSATION SHALL BE PAYABLE TO THE EXECUTIVE, EXCEPT THAT THE COMPANY SHALL
PAY OR PROVIDE: (I) ANY ACCRUED AND UNPAID BASE SALARY AS CONTEMPLATED UNDER
SECTION 3(A) UP TO THE EFFECTIVE DATE OF TERMINATION OF EMPLOYMENT, (II) ANY
ACCRUED VACATION AND UNPAID EXPENSES AS CONTEMPLATED UNDER SECTION 5, (III) ANY
ACCRUED BONUS PAYMENTS, (IV) THE EXECUTIVE'S BENEFITS SET FORTH IN SECTION 3(C),
OR COMPARABLE BENEFITS, FOR A PERIOD OF SIX (6) MONTHS FROM SUCH DATE OF
TERMINATION AND (V) MAKE SEVERANCE PAYMENTS TO THE EXECUTIVE FOR A PERIOD OF SIX
(6) MONTHS FOLLOWING HER DATE OF TERMINATION IN AN AMOUNT EQUAL TO THE BASE
SALARY, AS IN EFFECT AS OF SUCH DATE OF TERMINATION LESS THE TOTAL AMOUNT OF
DISABILITY BENEFITS, IF ANY, PAYABLE TO THE EXECUTIVE UNDER ANY DISABILITY PLAN
OR POLICY MAINTAINED BY THE COMPANY.
AS USED HEREUNDER, "DISABILITY" SHALL MEAN (A) THE INABILITY OF THE EXECUTIVE TO
ENGAGE IN ANY SUBSTANTIAL GAINFUL EMPLOYMENT ACTIVITY ON BEHALF OF THE COMPANY,
WITH