OF THE APPLICABLE EMPLOYER'S BOARD OF DIRECTORS,
DULY CALLED FOR THE PURPOSE OF DETERMINING WHETHER CAUSE EXISTS ("DETERMINATION
MEETING"), THE ALLEGED ACTS OR OMISSIONS OF EXECUTIVE MUST BE FOUND BY
TWO-THIRDS OF THE DISINTERESTED DIRECTORS PRESENT AT THE MEETING TO HAVE BEEN
ESTABLISHED BEYOND REASONABLE DOUBT.
FOR PURPOSES OF THIS SECTION 4.4,
"DISINTERESTED" SHALL MEAN THOSE DIRECTORS OTHER THAN THE EXECUTIVE AND ANY
OTHER DIRECTORS WHO ARE ALLEGED TO HAVE BEEN INVOLVED OR OTHERWISE TO HAVE AN
INTEREST IN ANY OF SUCH ALLEGED ACTS OR OMISSIONS OF THE EXECUTIVE.
IF SAID
BOARD DETERMINES, AS SET FORTH IN THE PRECEDING SENTENCE, THAT CAUSE EXISTS,
SAID EMPLOYER SHALL DELIVER, WITHIN TEN (10) DAYS OF THE DETERMINATION MEETING,
WRITTEN NOTICE TO EXECUTIVE OF SAME WHICH SHALL SET FORTH, IN REASONABLE DETAIL,
THE FINDINGS OF THE BOARD
7
AS TO THE ACT(S) AND/OR OMISSION(S), INCLUDING THE DATES, FACTS AND
CIRCUMSTANCES, CONSTITUTING CAUSE ("NOTICE OF TERMINATION FOR CAUSE").
THE
NOTICE OF TERMINATION FOR CAUSE SHALL ALSO ADVISE EXECUTIVE THAT UNLESS AN
OPPORTUNITY NOTICE, AS HEREINAFTER DEFINED, IS DELIVERED BY EXECUTIVE AS
HEREINAFTER PROVIDED, EXECUTIVE'S EMPLOYMENT SHALL TERMINATE FOR CAUSE EFFECTIVE
ON THE ELEVENTH (11TH) DAY AFTER THE RECEIPT BY EXECUTIVE OF THE NOTICE OF
TERMINATION FOR CAUSE.
EXECUTIVE MAY, WITHIN TEN (10) DAYS OF HIS RECEIPT OF
THE NOTICE OF TERMINATION FOR CAUSE, REQUEST, BY WRITTEN NOTICE DELIVERED TO
SAID EMPLOYER, THAT A SPECIAL MEETING OF THE BOARD BE CALLED FOR THE PURPOSE OF
PROVIDING EXECUTIVE AN OPPORTUNITY TO APPEAR BEFORE THE BOARD, WITH COUNSEL, TO
DISCUSS SUCH ACT(S) OR OMISSION(S) ("OPPORTUNITY NOTICE").
UPON RECEIPT OF THE
OPPORTUNITY NOTICE, A SPECIAL MEETING OF THE BOARD SHALL BE DULY CALLED TO TAKE
PLACE ON A DATE SELECTED BY THE BOARD, WHICH IS NOT LESS THAN TEN (10) NOR MORE
THAN THIRTY (30) DAYS AFTER EMPLOYER'S RECEIPT OF THE OPPORTUNITY NOTICE, AT THE
PRINCIPAL OFFICE OF SAID EMPLOYER OR SUCH OTHER LOCATIONS AS HAS BEEN MUTUALLY
AGREED UPON BY EMPLOYER AND EXECUTIVE ("FINAL MEETING").
IF THE BOARD DOES NOT,
BY VOTE OF GREATER THAN ONE-THIRD OF THE DISINTERESTED DIRECTORS PRESENT AT THE
MEETING, RESCIND ITS NOTICE OF TERMINATION FOR CAUSE AT THE FINAL MEETING OR
EXECUTIVE FAILS TO ATTEND THE FINAL MEETING FOR ANY REASON OTHER THAN EITHER A
VALID MEDICAL REASON OR A REASON THAT IS DEEMED CREDIBLE AND SUFFICIENT BY THE
ACTING CHAIRMAN OF THE BOARD IN HIS OR HER SOLE AND ABSOLUTE DISCRETION (IN
WHICH EVENT, THE CHAIRMAN SHALL RESCHEDULE THE FINAL MEETING TO A DATE SELECTED
BY HIM OR HER THAT IS PRACTICAL IN LIGHT OF THE REASON FOR EXECUTIVE'S FAILURE
TO ATTEND), EXECUTIVE'S EMPLOYMENT SHALL BE TERMINATED FOR CAUSE EFFECTIVE
IMMEDIATELY AS OF THE CONCLUSION OF THE FINAL MEETING, WITHOUT FURTHER NOTICE.
THE PROCEDURE SET FORTH HEREIN SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS
OF APPLICABLE LAW, REGULATION, REGULATORY POLICY OR OTHER REGULATORY
REQUIREMENTS.
(B) SUSPENSION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
DURING THE PERIOD COMMENCING ON THE DATE ON WHICH NOTICE OF THE DETERMINATION
MEETING IS