REASON OF SUCH DEATH OR DISABILITY UNDER THE TERMS OF ANY EMPLOYEE PLAN OR
INSURANCE PROGRAM MAINTAINED BY THE COMPANY AND IN WHICH EXECUTIVE WAS A
PARTICIPANT. IN ADDITION, ANY AND ALL OUTSTANDING TIME-BASED AWARDS THAT ARE
UNVESTED SHALL IMMEDIATELY VEST AND, IF APPLICABLE, BECOME EXERCISABLE IN FULL
UPON THE DATE OF SUCH TERMINATION AND ANY OUTSTANDING TIME-BASED AWARDS THAT ARE
STOCK OPTIONS SHALL REMAIN EXERCISABLE FOR THE PERIOD SPECIFIED IN THE
APPLICABLE OPTION AGREEMENT.
ANY AMOUNT PAYABLE TO EXECUTIVE PURSUANT TO CLAUSE
(III) AND (IV) OF THIS SECTION 5(D) SHALL BE PAID TO EXECUTIVE ONLY IN THE EVENT
THAT HE (OR HIS PERSONAL REPRESENTATIVE AS THE CASE MAY BE) EXECUTES A RELEASE
OF LIABILITY IN FAVOR OF THE COMPANY SUBSTANTIALLY IN THE FORM ATTACHED HERETO
AS EXHIBIT A.
(E)
FOR PURPOSES OF THIS AGREEMENT:
14
(I)
THE PRESIDENT, IN THE EXERCISE OF GOOD
FAITH AND REASONABLE JUDGMENT, MAY TERMINATE THE TERM AND EXECUTIVE'S EMPLOYMENT
FOR "CAUSE" IF, AFTER GIVING EXECUTIVE NOTICE AND AN OPPORTUNITY TO BE HEARD BY
THE PRESIDENT, THE PRESIDENT DETERMINES THAT ANY OF THE FOLLOWING HAS OCCURRED:
(I) EXECUTIVE'S WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM HIS
MATERIAL DUTIES FOR THE COMPANY (OTHER THAN DUE TO DISABILITY) AFTER THE COMPANY
TENDERED EMPLOYEE NO LESS THAN THIRTY (30) DAYS NOTICE OF SUCH FAILURE AND AFTER
EXECUTIVE HAS FAILED TO CURE ANY SUCH FAILURE OR DEFICIENCY WITHIN SUCH THIRTY
(30) DAYS, IF CURABLE, (II) EXECUTIVE'S BREACH OF ANY MATERIAL TERM OF THIS
AGREEMENT THAT IS NOT CURED WITHIN 30 DAYS OF WRITTEN NOTICE FROM THE COMPANY,
(III) EXECUTIVE'S ENGAGING IN WILLFUL, INTENTIONAL MISCONDUCT THAT HAS RESULTED
IN MATERIAL OR DEMONSTRABLE DAMAGE TO THE COMPANY'S BUSINESS OR REPUTATION,
(IV) EXECUTIVE HAVING BEEN INDICTED OR CONVICTED OF, OR PLEADED GUILTY OR NOLO
CONTENDERE TO, A FELONY OR OTHER CRIME OF MORAL TURPITUDE, (V) EXECUTIVE HAVING
ENGAGED IN FRAUD AGAINST THE COMPANY OR HAVING INTENTIONALLY MISAPPROPRIATED
COMPANY PROPERTY OR BREACHED ANY FIDUCIARY DUTY OWED TO THE COMPANY THAT HAS A
MATERIAL OR DEMONSTRABLE DETRIMENTAL EFFECT ON THE COMPANY'S REPUTATION OR
BUSINESS, (VI) A FAILURE BY EXECUTIVE TO COMPLY WITH A MATERIAL WRITTEN
EMPLOYMENT POLICY OR RULE OF THE COMPANY THAT IS NOT CURED WITHIN 30 DAYS OF
WRITTEN NOTICE FROM THE COMPANY, (VII) EXECUTIVE'S UNREASONABLE OBSTRUCTION OR
IMPEDING OF, OR FAILURE TO COOPERATE WITH, ANY INVESTIGATION AUTHORIZED BY THE
BOARD OR ANY GOVERNMENTAL OR SELF-REGULATORY ENTITY, (VIII) EXECUTIVE BEING
FOUND LIABLE IN ANY SECURITIES AND EXCHANGE COMMISSION OR OTHER CIVIL OR
CRIMINAL SECURITIES LAW ACTION OR BECOMING SUBJECT TO ANY CEASE AND DESIST ORDER
WITH RESPECT TO SUCH ACTION (REGARDLESS OF WHETHER EXECUTIVE ADMITS OR DENIES
LIABILITY), OR (IX) EXECUTIVE'S FAILURE TO MAINTAIN ANY AND ALL LICENSES
NECESSARY TO THE PERFORMANCE OF THE DUTIES DESCRIBED IN SECTION 1(A) ABOVE.
(II)
THE COMPANY MAY TERMINATE THE TERM AND
EXECUTIVE'S EMPLOYMENT DUE TO "DISABILITY" IN THE EVENT ANY PHYSICAL OR MENTAL
ILLNESS, DISABILITY OR IMPAIRMENT THAT, AFTER REASONABLE ACCOMMODATION, HAS
PREVENTED EXECUTIVE FROM CONTINUING THE PERFORMANCE OF EXECUTIVE'S NORMAL DUTIES
AND RESPONSIBILITIES