ONE (1) YEAR AFTER A CHANGE IN CONTROL (AS DEFINED
IN SECTION 11):
(I) ANY MATERIAL DIMINUTION IN THE EXECUTIVE'S THEN POSITIONS
OR TITLES, OR THE EXECUTIVE'S REMOVAL FROM (OTHER THAN A VOLUNTARY RESIGNATION
BY THE EXECUTIVE OR A MANDATORY RESIGNATION IN ACCORDANCE WITH SECTION 2(A)), OR
FAILURE TO BE RE-ELECTED TO, THE BOARD; (II) A MATERIAL DIMINUTION OF HIS THEN
DUTIES, RESPONSIBILITIES OR AUTHORITY; (III) ANY DECREASE IN THE EXECUTIVE'S
BASE SALARY (OTHER THAN AN ACROSS-THE-BOARD DECREASE, WHICH IMPACTS OTHER
EXECUTIVES OF THE COMPANY); OR (IV) ANY MATERIAL BREACH BY THE COMPANY OF ANY
MATERIAL PROVISION OF THIS AGREEMENT.
THE EXECUTIVE SHALL NOT BE ENTITLED TO
RESIGN FOR GOOD REASON PRIOR TO A CHANGE IN CONTROL.
(II)
NOTICE OF TERMINATION FOR GOOD REASON.
THE EXECUTIVE MUST PROVIDE THE COMPANY WITH A NOTICE OF TERMINATION FOR GOOD
REASON, WHICH SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN SUBSECTION
(I) RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION FOR GOOD REASON.
THE
FAILURE BY EXECUTIVE TO ASSERT ANY FACTS OR CIRCUMSTANCES WHICH CONTRIBUTE TO
THE SHOWING OF GOOD REASON SHALL NOT WAIVE ANY RIGHT OF THE EXECUTIVE HEREUNDER
OR PRECLUDE THE EXECUTIVE FROM ASSERTING SUCH FACT OR CIRCUMSTANCE IN ENFORCING
HIS RIGHTS HEREUNDER.
THE NOTICE OF TERMINATION FOR GOOD REASON SHALL PROVIDE
FOR A DATE OF TERMINATION NOT LESS THAN 30 NOR MORE THAN 60 DAYS AFTER THE DATE
SUCH NOTICE IS GIVEN.
THE COMPANY SHALL HAVE 30 DAYS FROM THE RECEIPT OF SUCH
NOTICE OF TERMINATION TO CURE THE FACTS AND CIRCUMSTANCES LEADING TO THE GIVING
OF SUCH NOTICE.
(D)
VOLUNTARY RESIGNATION BY THE EXECUTIVE
WITHOUT GOOD REASON.
THE EXECUTIVE MAY VOLUNTARILY RESIGN WITHOUT GOOD REASON
UPON 120 DAYS PRIOR WRITTEN NOTICE TO THE COMPANY.
(E)
(I)
CAUSE.
A TERMINATION FOR CAUSE MEANS A TERMINATION BY THE COMPANY IN ACCORDANCE
WITH SUBSECTION (II) BELOW, UNLESS SUCH CIRCUMSTANCES ARE FULLY CORRECTED BY THE
EXECUTIVE AS PROVIDED IN SUBSECTION (II) BELOW.
FOR PURPOSES OF THIS AGREEMENT,
THE TERM
3
"CAUSE" SHALL MEAN: (I) SUBSTANTIAL AND CONTINUING FAILURE OF EXECUTIVE TO
RENDER SERVICES TO THE COMPANY IN ACCORDANCE WITH HIS ASSIGNED DUTIES; (II)
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE EXECUTIVE WITH REGARD TO THE
COMPANY OR IN CONNECTION WITH HIS ASSIGNED DUTIES; (III) THE EXECUTIVE'S
CONVICTION OF, OR PLEA OF NOLO CONTENDERE, TO A FELONY (OTHER THAN A FELONY
INVOLVING A TRAFFIC VIOLATION); (IV) THE EXECUTIVE'S DISLOYALTY, GROSS
NEGLIGENCE, DISHONESTY OR BREACH OF FIDUCIARY DUTY; (V) THE COMMISSION BY
EXECUTIVE OF AN ACT OF FRAUD, EMBEZZLEMENT OR WILLFUL DISREGARD OF THE RULES OR
POLICIES OF THE COMPANY, ANY OF WHICH RESULTS IN LOSS, DAMAGE OR INJURY TO THE
COMPANY, WHETHER DIRECTLY OR INDIRECTLY; OR (VI) A MATERIAL BREACH BY THE
EXECUTIVE OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER MATERIAL BREACH OF ANY
AGREEMENT ENTERED INTO WITH THE COMPANY.
FOR PURPOSES OF THIS PARAGRAPH, NO
ACT, OR FAILURE TO ACT, ON THE EXECUTIVE'S PART SHALL BE CONSIDERED "WILLFUL"
UNLESS