OF SERVICE.
UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL BE ENTITLED TO PAYMENT FOR ANY
ACCRUED BUT UNUSED VACATION TIME BASED UPON HIS THEN CURRENT SALARY.
THE TIMING
OF PAID VACATIONS SHALL BE SCHEDULED IN A REASONABLE MANNER BY THE EXECUTIVE.
During his employment hereunder, the Executive shall be entitled to appropriate
professional association and business club memberships, including reimbursement
of payment of dues and assessments pertaining thereto.
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8.
TERMINATION.
(A)
DISABILITY.
IF, AS A RESULT OF THE
EXECUTIVE'S INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS, INJURY OR SIMILAR
INCAPACITY, HE SHALL HAVE BEEN ABSENT FROM THE FULL-TIME PERFORMANCE OF HIS
DUTIES WITH THE COMPANY FOR SIX MONTHS WITHIN ANY EIGHTEEN-MONTH PERIOD, AND
HAVE EXHAUSTED HIS FAMILY MEDICAL LEAVE AND ITS CALIFORNIA EQUIVALENT, HIS
EMPLOYMENT MAY BE TERMINATED BY WRITTEN NOTICE (AS PROVIDED BELOW) FROM THE
COMPANY FOR "DISABILITY."
(B)
CAUSE.
SUBJECT TO THE NOTICE PROVISIONS SET
FORTH BELOW, THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR "CAUSE" AT
ANY TIME.
TERMINATION FOR "CAUSE" SHALL MEAN TERMINATION UPON (1) THE
EXECUTIVE'S CONTINUED WILLFUL FAILURE TO SUBSTANTIALLY PERFORM HIS DUTIES WITH
THE COMPANY OR HIS OTHER WILLFUL BREACH OF THIS AGREEMENT (OTHER THAN ANY SUCH
FAILURE OR BREACH RESULTING FROM HIS INCAPACITY DUE TO PHYSICAL OR MENTAL
ILLNESS, INJURY OR SIMILAR INCAPACITY) AFTER A WRITTEN DEMAND FOR SUBSTANTIAL
PERFORMANCE IS DELIVERED TO HIM BY THE CHAIRMAN, WHICH DEMAND SPECIFICALLY
IDENTIFIES THE MANNER IN WHICH THE CHAIRMAN OR THE BOARD BELIEVES THAT HE HAS
FAILED TO SUBSTANTIALLY PERFORM HIS DUTIES, OR HAS OTHERWISE BREACHED THIS
AGREEMENT, (2) THE EXECUTIVE'S CONVICTION OF A FELONY, (3) THE EXECUTIVE'S
WILLFUL MISCONDUCT THAT IS MATERIALLY AND DEMONSTRABLY INJURIOUS TO THE COMPANY,
OR (4) THE EXECUTIVE'S VIOLATION OF SECTION 10 HEREOF; PROVIDED, HOWEVER, THAT
THE EXECUTIVE SHALL NOT BE TERMINATED FOR "CAUSE" UNLESS AND UNTIL THE CHAIRMAN
OR THE BOARD HAS GIVEN THE EXECUTIVE REASONABLE NOTICE OF ITS INTENDED ACTIONS
AND THE ALLEGED EVENTS OR ACTIVITIES GIVING RISE THERETO AND WITH RESPECT TO
THOSE EVENTS OR ACTIVITIES FOR WHICH A CURE IS POSSIBLE, A REASONABLE
OPPORTUNITY TO CURE SUCH BREACH IF SUCH BREACH IS CAPABLE OF CURE, AND THERE
SHALL HAVE BEEN
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DELIVERED TO HIM A WRITTEN NOTICE FROM THE CHAIRMAN OR A COPY OF A RESOLUTION
DULY ADOPTED BY THE BOARD REGARDING SUCH ACTIONS.
(C)
CONSTRUCTIVE TERMINATION.
IF AT ANY TIME
DURING THE TERM OF THIS AGREEMENT, ANY OF THE FOLLOWING EVENTS SHALL OCCUR, THE
EXECUTIVE SHALL BE ENTITLED TO TERMINATE HIS EMPLOYMENT HEREUNDER AND BE TREATED
AS IF HIS EMPLOYMENT HAD BEEN TERMINATED BY THE COMPANY OTHER THAN FOR CAUSE:
(I)
THE EXECUTIVE IS REMOVED OR OTHERWISE
PROHIBITED OR RESTRICTED IN THE PERFORMANCE OF HIS DUTIES AS SET FORTH IN
SECTION 1 HEREOF, OTHER THAN THROUGH FAULT OF THE EXECUTIVE;
(II)
ANY PAYMENT DUE UNDER THIS AGREEMENT SHALL
REMAIN UNPAID FOR MORE THAN 60 DAYS, AFTER NOTICE OF NON-PAYMENT AND REQUEST FOR
PAYMENT HAVE BEEN GIVEN TO THE COMPANY BY THE EXECUTIVE PURSUANT TO SECTION 12;