IF, PRIOR TO THE
EXPIRATION OF THE TERM, THE EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY
FOR "CAUSE" (AS HEREINAFTER DEFINED) OR IF THE EMPLOYEE RESIGNS FROM HIS
EMPLOYMENT HEREUNDER, THE EMPLOYEE SHALL BE ENTITLED TO PAYMENT OF (A) HIS
SALARY ACCRUED UP TO AND INCLUDING THE DATE OF TERMINATION OR RESIGNATION, AND
(B) ANY UNREIMBURSED EXPENSES.
EXCEPT TO THE EXTENT REQUIRED BY THE TERMS OF
THE BENEFITS PROVIDED UNDER SECTION 3(E) OR APPLICABLE LAW, THE EMPLOYEE SHALL
HAVE NO RIGHT UNDER THIS AGREEMENT OR OTHERWISE TO RECEIVE ANY OTHER
COMPENSATION OR TO PARTICIPATE IN ANY OTHER PLAN, PROGRAM OR ARRANGEMENT AFTER
SUCH TERMINATION OR RESIGNATION OF EMPLOYMENT WITH RESPECT TO THE YEAR OF SUCH
TERMINATION OR RESIGNATION AND LATER YEARS.
(II)
TERMINATION FOR "CAUSE" SHALL MEAN A TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY BECAUSE OF (A) A PLEA OF GUILTY OR NOLO
CONTENDERE TO, OR CONVICTION FOR, THE COMMISSION OF A FELONY OFFENSE BY THE
EMPLOYEE; (B) THE INVOLVEMENT BY THE EMPLOYEE AS A PARTY TO ANY LITIGATION OR
REGULATORY PROCEEDING OR IN ANY OTHER CIRCUMSTANCE KNOWN TO THE GENERAL PUBLIC
THAT, IN THE GOOD FAITH DETERMINATION OF THE BOARD, IS REASONABLY CERTAIN TO
SUBJECT THE EMPLOYEE, THE COMPANY OR ITS AFFILIATES TO DISREPUTE, RIDICULE,
CONTEMPT OR SCANDAL OR THAT IS REASONABLY CERTAIN TO REFLECT UNFAVORABLY UPON
THE REPUTATION OF THE EMPLOYEE, THE COMPANY OR ITS AFFILIATES OR THE COMPANY'S
PRODUCTS OR TECHNOLOGIES; (C) THE WILLFUL AND CONTINUED FAILURE TO PERFORM IN
ANY MATERIAL RESPECT THE EMPLOYEE'S DUTIES; (D) AN INTENTIONAL ACT OF FRAUD,
EMBEZZLEMENT, THEFT OR A MATERIAL AND DISHONEST ACT AGAINST THE COMPANY OR ITS
AFFILIATES; OR (E) A MATERIAL BREACH BY THE EMPLOYEE OF THE TERMS AND PROVISIONS
OF THE AGREEMENT.
(III)
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT FOR CAUSE SHALL BE
COMMUNICATED BY DELIVERY TO THE EMPLOYEE OF A WRITTEN NOTICE FROM THE COMPANY
STATING THAT THE EMPLOYEE WILL BE TERMINATED FOR CAUSE, SPECIFYING THE
PARTICULARS THEREOF AND THE EFFECTIVE DATE OF SUCH TERMINATION.
IN THE CASES OF
SECTIONS 4(A)(II)(B), 4(A)(II)(C) AND 4(A)(II)(E), THE EMPLOYEE SHALL HAVE
THIRTY (30) BUSINESS DAYS FROM THE DATE OF RECEIPT OF SUCH NOTICE TO EFFECT A
CURE OF THE ACTIONS CONSTITUTING CAUSE, OR TO EFFECT A CURE OF THE ADVERSE
EFFECT SUCH ACTIONS.
UPON CURE OR CORRECTION THEREOF BY THE EMPLOYEE TO THE
REASONABLE SATISFACTION OF THE COMPANY, THE ACTION SHALL NO LONGER CONSTITUTE
CAUSE FOR PURPOSES OF THIS AGREEMENT.
THE DATE OF A RESIGNATION BY THE EMPLOYEE
SHALL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF RESIGNATION FROM THE EMPLOYEE
TO THE COMPANY.
THE EMPLOYEE SHALL PROVIDE AT LEAST 90 DAYS' ADVANCE WRITTEN
NOTICE OF HIS RESIGNATION.
3
(B)
TERMINATION WITHOUT CAUSE.
(I)
IF, PRIOR TO OR AT ANY TIME FOLLOWING THE EXPIRATION OF THE TERM,
THE COMPANY TERMINATES THE EMPLOYEE'S EMPLOYMENT FOR ANY REASON OTHER THAN
DISABILITY OR CAUSE (SUCH TERMINATION OR RESIGNATION BEING HEREINAFTER REFERRED
TO AS A "TERMINATION WITHOUT CAUSE"), THE EMPLOYEE SHALL BE ENTITLED TO
(A) PAYMENT OF HIS SALARY ACCRUED