OR GOOD REASON, UPON 30 DAYS'
WRITTEN NOTICE.
4.4
TERMINATION BY EXECUTIVE FOR GOOD REASON.
EXECUTIVE SHALL BE ENTITLED TO TERMINATE HIS EMPLOYMENT HEREUNDER FOR GOOD
REASON.
"GOOD REASON" SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING: (I) ANY
FAILURE BY THE COMPANY TO COMPLY WITH ANY MATERIAL PROVISION OF THIS AGREEMENT,
WHICH FAILURE HAS NOT BEEN CURED WITHIN THIRTY (30) DAYS AFTER RECEIPT BY THE
COMPANY OF NOTICE FROM EXECUTIVE OF SUCH NONCOMPLIANCE; OR (II) THE ASSIGNMENT
TO EXECUTIVE BY THE COMPANY OF A SIGNIFICANT AMOUNT OF DUTIES INCONSISTENT IN A
MATERIAL RESPECT WITH EXECUTIVE'S POSITION (INCLUDING TITLES AND REPORTING
RESPONSIBILITIES), AUTHORITY, DUTIES OR RESPONSIBILITIES OR ANY OTHER ACTION
WHICH RESULTS IN A SIGNIFICANT AND MATERIAL DIMINUTION IN SUCH POSITION,
AUTHORITY, DUTIES OR RESPONSIBILITIES, UNLESS REMEDIED BY THE COMPANY WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF NOTICE THEREOF GIVEN BY EXECUTIVE; OR (III)
ANY FAILURE OR REFUSAL OF A SUCCESSOR TO THE COMPANY OR THE PURCHASER OF ALL, OR
SUBSTANTIALLY ALL, OF THE ASSETS OF THE COMPANY, TO ASSUME THE COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT.
4.5
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR BY EXECUTIVE SHALL BE
COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY HERETO IN
ACCORDANCE WITH SECTION 8 HEREOF.
"NOTICE OF TERMINATION" SHALL MEAN A NOTICE
THAT INDICATES THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON
AND SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO
PROVIDE A BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
4.6
COMPLETION DATE.
"COMPLETION DATE" SHALL
MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BECAUSE OF DEATH, THE DATE OF
EXECUTIVE'S DEATH; (II) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR DISABILITY,
THE DATE PROVIDED PURSUANT TO SECTION 4.2 HEREIN; (III) IF EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR CAUSE, OR FOR GOOD REASON, OR FOR ANY OTHER REASON
OTHER THAN
5
DEATH OR DISABILITY, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION; AND
(IV) IF NO OTHER TERMINATION OF EXECUTIVE'S EMPLOYMENT OCCURS PRIOR TO THE
EXPIRATION OF THE CONTRACT TERM, DECEMBER 31, 2005.
5.
COMPENSATION UPON TERMINATION.
5.1
DEATH OR DISABILITY.
IF EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY REASON OF EXECUTIVE'S DEATH OR DISABILITY, THIS
AGREEMENT SHALL TERMINATE WITHOUT FURTHER OBLIGATIONS TO EXECUTIVE OR HIS LEGAL
REPRESENTATIVES UNDER THIS AGREEMENT, OTHER THAN FOR (A) PAYMENT OF THE SUM OF
(I) EXECUTIVE'S BASE SALARY THROUGH THE DATE OF TERMINATION TO THE EXTENT NOT
THERETOFORE PAID (EXCLUDING THE NON-EXTENSION AMOUNT) AND (II) ANY COMPENSATION
PREVIOUSLY DEFERRED BY EXECUTIVE (TOGETHER WITH ANY ACCRUED INTEREST OR EARNINGS
THEREON) AND ANY ACCRUED VACATION PAY, IN EACH CASE TO THE EXTENT NOT
THERETOFORE PAID (THE SUM OF THE AMOUNTS DESCRIBED IN CLAUSES (I) AND (II) SHALL
BE HEREINAFTER REFERRED TO AS THE "ACCRUED OBLIGATIONS"), WHICH SHALL BE PAID TO
EXECUTIVE OR HIS ESTATE OR BENEFICIARY, AS APPLICABLE, IN A LUMP SUM IN CASH
UPON TERMINATION; AND (B) PAYMENT TO EXECUTIVE OR HIS ESTATE OR BENEFICIARY, AS
APPLICABLE, ANY AMOUNTS DUE PURSUANT TO THE TERMS