BASE SALARY (AS THEN IN EFFECT) DURING THE
THREE (3) MONTH PERIOD IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF THE
TERMINATION WITHOUT CAUSE (THE "SEVERANCE PERIOD").
IN ADDITION TO THE
SEVERANCE PAY DESCRIBED IN THE PRECEDING SENTENCE, THE EMPLOYEE SHALL CONTINUE
TO RECEIVE, DURING THE SEVERANCE PERIOD, ALL EMPLOYEE HEALTH AND WELFARE
BENEFITS THAT EMPLOYEE WOULD HAVE RECEIVED
4
DURING THE SEVERANCE PERIOD IN THE ABSENCE OF SUCH TERMINATION.
EMPLOYEE AGREES
AND ACKNOWLEDGES, HOWEVER, THAT EMPLOYEE WILL FORFEIT THE RIGHT TO RECEIVE BASE
SALARY AND BENEFITS DURING THE SEVERANCE PERIOD IMMEDIATELY UPON THE EMPLOYEE'S
BREACH OF ANY COVENANT SET FORTH IN SECTION 6 OF THIS AGREEMENT.
THE EMPLOYEE
WILL ALSO FORFEIT THE RIGHT TO SALARY AND BENEFITS DURING THE SEVERANCE PERIOD
UPON ACCEPTING EMPLOYMENT WITH ANOTHER EMPLOYER WITH COMPARABLE SALARY AND
BENEFITS HEREUNDER SHALL BE FORFEITED AND SHALL CEASE UPON THE EMPLOYEE BECOMING
ELIGIBLE FOR BENEFITS FROM THE EMPLOYEE'S NEW EMPLOYER.
NOTWITHSTANDING THE
FOREGOING, THE TERMINATION OF THE EMPLOYEE'S EMPLOYMENT PURSUANT TO THE SECOND
SENTENCE OF SECTION 2 OF THIS AGREEMENT SHALL NOT CONSTITUTE A TERMINATION
WITHOUT CAUSE AND SHALL NOT GIVE RISE TO ANY SEVERANCE PAYMENT OR OTHER BENEFITS
PURSUANT TO THIS SECTION 6(C).
(D)
TERMINATION BY COMPANY WITH CAUSE.
THE COMPANY MAY TERMINATE THE
EMPLOYEE'S EMPLOYMENT AT ANY TIME WITH CAUSE.
AS USED IN THIS AGREEMENT,
"CAUSE" SHALL INCLUDE THE FOLLOWING: (1) THE EMPLOYEE'S FAILURE OR INABILITY TO
PERFORM EMPLOYEE'S DUTIES UNDER THIS AGREEMENT, EXCEPTING DEATH OR DISABILITY AS
PER 6(A) AND 6(B) ABOVE; (2) DISHONESTY OR OTHER SERIOUS MISCONDUCT, (3) THE
COMMISSION OF AN UNLAWFUL ACT MATERIAL TO EMPLOYEE'S EMPLOYMENT, (4) A MATERIAL
VIOLATION OF THE COMPANY'S POLICIES OR PRACTICES WHICH REASONABLY JUSTIFIES
IMMEDIATE TERMINATION; (5) COMMITTING, PLEADING GUILTY, NOLO CONTENDRE OR NO
CONTEST (OR THEIR EQUIVALENT) TO, ENTERING INTO A PRETRIAL INTERVENTION OR
DIVERSION PROGRAM REGARDING, OR CONVICTION OF, A FELONY OR ANY CRIME OR ACT
INVOLVING MORAL TURPITUDE, FRAUD, DISHONESTY, OR MISREPRESENTATION; (6) THE
COMMISSION BY THE EMPLOYEE OF ANY ACT WHICH COULD REASONABLY AFFECT OR IMPACT TO
A MATERIAL DEGREE THE INTERESTS OF THE COMPANY OR RELATED ENTITIES OR IN SOME
MANNER INJURE THE REPUTATION, BUSINESS, OR BUSINESS RELATIONSHIPS OF THE COMPANY
OR RELATED ENTITIES; (7) THE EMPLOYEE'S INABILITY TO PERFORM AN ESSENTIAL
FUNCTION OF EMPLOYEE'S POSITION; OR (8) ANY MATERIAL BREACH BY EMPLOYEE OF THIS
AGREEMENT.
THE COMPANY MAY TERMINATE THIS AGREEMENT FOR CAUSE AT ANY TIME
WITHOUT NOTICE.
IN THE EVENT OF A TERMINATION FOR CAUSE, THE COMPANY SHALL BE
RELIEVED OF ALL ITS OBLIGATIONS TO THE EMPLOYEE PROVIDED FOR BY THIS AGREEMENT
AS OF THE EFFECTIVE DATE OF TERMINATION, AND ALL PAYMENTS TO THE EMPLOYEE
HEREUNDER SHALL IMMEDIATELY CEASE AND TERMINATE AS OF SUCH DATE, EXCEPT THAT
EMPLOYEE SHALL BE ENTITLED TO THE ANNUAL BASE SALARY HEREUNDER UP TO AND
INCLUDING THE EFFECTIVE DATE OF TERMINATION, PROVIDED, HOWEVER, THAT THE
EMPLOYEE'S OBLIGATIONS UNDER SECTIONS 7 AND 8 SHALL SURVIVE SUCH A TERMINATION
FOR CAUSE AND ANY LIABILITIES OR OBLIGATIONS WHICH HAVE ACCRUED AND ARE OWED BY
THE EMPLOYEE TO THE COMPANY