ACCRUED RIGHTS.
D.
TERMINATION DUE TO DISABILITY.
(I)
THE TERM AND THE EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED BY THE COMPANY
UPON THE EXECUTIVE'S "DISABILITY", WHICH SHALL MEAN IF THE EXECUTIVE BECOMES
PHYSICALLY OR MENTALLY INCAPACITATED AND IS THEREFORE UNABLE TO PERFORM THE
ESSENTIAL FUNCTIONS OF EXECUTIVE'S POSITION AS CHIEF FINANCIAL
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OFFICER FOR A CONSECUTIVE PERIOD OF TWO (2) MONTHS DURING THE TERM; OR, AN
AGGREGATE OF THREE (3) MONTHS DURING THE TERM.
Prior to the termination of the Term and the Executive's employment for
Disability as described above, a written report from the Executive's physician
must be submitted to the Board, and include, at a minimum, a diagnosis of the
Executive's condition, together with an assessment of the Executive's ability to
continue in his role as Vice President and Chief Financial Officer pursuant to
the conditions referenced in Paragraph 2.
Any question as to the existence of
the Executive's Disability where the Executive and the Company cannot agree
shall be reviewed by a qualified physician mutually acceptable to the Executive
and the Company.
Upon reviewing the diagnosis and prognosis of the Executive,
such mutually accepted and qualified physician shall provide a report of his/her
findings to the Board and the Executive, and shall be final and conclusive for
purposes of this Agreement.
(II)
UPON TERMINATION OF THE TERM AND THE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR
THE EXECUTIVE'S DISABILITY, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE:
(A)
THE ACCRUED RIGHTS; AND
(B)
ALL RESTRICTIONS ON ANY SHARES OF COMPANY STOCK OR EQUITY GRANTS,
TOGETHER WITH ALL OPTIONS GRANTED SHALL LAPSE ON THE DATE OF THE EXECUTIVE'S
TERMINATION DUE TO DISABILITY.
E.
NOTICE OF TERMINATION.
ANY PURPORTED TERMINATION OF THE TERM
AND THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR BY THE EXECUTIVE (OTHER THAN
DUE TO THE EXECUTIVE'S DEATH) SHALL BE COMMUNICATED BY WRITTEN NOTICE OF
TERMINATION TO THE OTHER PARTY.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE 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
EMPLOYMENT UNDER THE PROVISION SO INDICATED, PROVIDED THAT THE PROCEDURES SET
FORTH IN PARAGRAPH 7(B)(II) HEREIN MUST BE COMPLIED WITH IN RESPECT OF ANY
RESIGNATION BY THE EXECUTIVE FOR "GOOD REASON."
8.
NON-COMPETITION.
A.
EXECUTIVE ACKNOWLEDGES AND RECOGNIZES THE HIGHLY COMPETITIVE
NATURE OF THE BUSI­NESS OF THE COMPANY AND THAT HE PROVIDES ESSENTIAL AND UNIQUE
SERVICES TO THE COMPANY.
ACCORDINGLY, DESPITE THAT THE TERMS CONTAINED HEREIN
MAY LIMIT THE EXECUTIVE'S ABILITY TO ENGAGE IN CERTAIN BUSINESS PURSUITS DURING
THE RESTRICTED PERIOD (AS DEFINED BELOW), THE EXECUTIVE HEREBY AGREES AS
FOLLOWS:
During the Term and for the period ending two years following the termination of
the Term and Executive's employment with the Company for any reason other than
an involuntary termination without Cause or a voluntary resignation by the
Executive for
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Good Reason (the "Restricted Period"), the Executive will not, whether on the
Executive's own