EFFECT ON THE COMPANY'S REPUTATION OR BUSINESS;
(F)
ANY MATERIAL BREACH BY THE EXECUTIVE OF THIS AGREEMENT AND ANY OTHER
AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE, WHICH BREACH IS NOT CURED WITHIN
FIFTEEN (15) DAYS AFTER EXECUTIVE RECEIVES NOTICE FROM THE COMPANY SPECIFYING
SUCH BREACH; OR
(G)
THE EXECUTIVE'S CONVICTION (INCLUDING ANY PLEA OF GUILTY OR NOLO
CONTENDERE) OF ANY CRIMINAL ACT INVOLVING FRAUD, DISHONESTY, MISAPPROPRIATION OR
MORAL TURPITUDE, OR WHICH IMPAIRS THE EMPLOYEE'S ABILITY TO PERFORM HIS DUTIES
WITH THE COMPANY.
1.4
"INVOLUNTARY TERMINATION" MEANS THE EXECUTIVE'S VOLUNTARY RESIGNATION
FROM HIS EMPLOYMENT WITHIN SIXTY (60) DAYS FOLLOWING (I) A MATERIAL DIMINUTION
IN THE EXECUTIVE'S AUTHORITY, DUTIES OR RESPONSIBILITIES; PROVIDED, HOWEVER,
THAT A CHANGE IN JOB POSITION (INCLUDING A CHANGE IN TITLE) SHALL NOT BE DEEMED
A "MATERIAL DIMINUTION" UNLESS THE EXECUTIVE'S NEW AUTHORITY, DUTIES OR
RESPONSIBILITIES ARE MATERIALLY REDUCED FROM THE PRIOR AUTHORITY, DUTIES OR
RESPONSIBILITIES, (II) A MATERIAL DIMINUTION IN THE EXECUTIVE'S BASE
COMPENSATION, (III) A MATERIAL DIMINUTION IN THE AUTHORITY, DUTIES, OR
RESPONSIBILITIES OF THE SUPERVISOR TO WHOM THE EXECUTIVE IS REQUIRED TO REPORT,
(IV) A MATERIAL CHANGE IN THE GEOGRAPHIC LOCATION AT WHICH THE EXECUTIVE MUST
PERFORM HIS DUTIES, WHICH IS MORE THAN 50 MILES FROM THE CURRENT LOCATION, OR
(V) A MATERIAL BREACH BY THE COMPANY OF THE TERMS OF THIS AGREEMENT, INCLUDING A
FAILURE OF THE COMPANY TO OBTAIN AN ASSUMPTION OF THIS AGREEMENT AT OR PRIOR TO
THE EFFECTIVENESS OF ANY SUCCESSION PURSUANT TO SECTION 6.1; PROVIDED THAT THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT SHALL NOT BE DEEMED TO BE AN INVOLUNTARY
TERMINATION UNLESS THE COMPANY SHALL HAVE BEEN PROVIDED WITH ADVANCE NOTICE OF
THE TERMINATION AND A PERIOD OF NOT LESS THAN 30 DAYS TO CURE THE EVENT OR
CONDITION DESCRIBED IN (I), (II), (III) OR (IV), AND SHALL HAVE EITHER FAILED TO
SO CURE THE EVENT OR WAIVED ITS RIGHT TO CURE THE EVENT.
1.4.1
ANY DISPUTE AS TO WHETHER ANY ACTION BY THE COMPANY CONSTITUTES AN
"INVOLUNTARY TERMINATION" SHALL BE RESOLVED THROUGH THE DISPUTE PROCEDURES SET
FORTH IN SECTION 5 OF THIS AGREEMENT.
1.5
"DISABILITY" MEANS THE EXECUTIVE'S ABSENCE FROM THE FULL-TIME
PERFORMANCE OF THE EXECUTIVE'S DUTIES WITH THE COMPANY FOR 180 CONSECUTIVE
CALENDAR DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL OR PHYSICAL ILLNESS WHICH
IS DETERMINED TO BE TOTAL AND PERMANENT BY A PHYSICIAN SELECTED BY THE COMPANY
OR ITS INSURERS AND ACCEPTABLE TO THE EXECUTIVE OR THE EXECUTIVE'S LEGAL
REPRESENTATIVE.
2.
TERM OF AGREEMENT.
THIS AGREEMENT, AND ALL RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL TAKE EFFECT UPON THE EFFECTIVE DATE AND SHALL EXPIRE
UPON THE FIRST TO OCCUR OF (A) THE EXPIRATION OF THE TERM (AS DEFINED BELOW) IF
A CHANGE IN CONTROL HAS NOT OCCURRED DURING THE TERM, (B) THE DATE THE EXECUTIVE
NO LONGER HOLDS A KEY POSITION IF NEGOTIATIONS RELATING TO A CHANGE IN CONTROL
HAVE NOT COMMENCED PRIOR THERETO, (C) THE DATE 24 MONTHS AFTER THE CHANGE IN
CONTROL DATE, IF THE EXECUTIVE IS STILL EMPLOYED BY THE COMPANY AS OF