TRANSACTION WITH RESPECT TO THE EQUITY AWARDS AND SELL, EXCHANGE OR TRANSFER
SUCH EQUITY AWARDS ON A COMMERCIALLY REASONABLE BASIS TO THE THIRD PARTY AND THE
COMPANY AGREES TO TAKE ALL COMMERCIALLY REASONABLE STEPS TO FACILITATE SUCH
PARTICIPATION.
(C)
PIGGYBACK REGISTRATION RIGHTS.
EXECUTIVE WILL BE ENTITLED TO
STANDARD "PIGGYBACK" REGISTRATION RIGHTS.
(D)
INITIAL PUBLIC OFFERING.
ALL TRANSFER RESTRICTIONS, CALL RIGHTS,
SALE PARTICIPATION RIGHTS AND OBLIGATION UNDER THIS SECTION 6 SHALL TERMINATE ON
THE EARLIER OF A PUBLIC OFFERING OF THE COMMON STOCK OR THE LISTING OF THE
COMMON STOCK ON A SECURITIES EXCHANGE OR SYSTEM.
4
7.
TERMINATION OF EMPLOYMENT. EXECUTIVE'S EMPLOYMENT HEREUNDER MAY
BE TERMINATED DURING THE TERM OF EMPLOYMENT UNDER THE FOLLOWING CIRCUMSTANCES
AND ANY SUCH TERMINATION SHALL NOT BE, NOR DEEMED TO BE, A BREACH OF THIS
AGREEMENT:
(A)
DEATH. EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE
AUTOMATICALLY UPON EXECUTIVE'S DEATH.
(B)
DISABILITY.
THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR DISABILITY BY PROVIDING EXECUTIVE WITH A
NOTICE OF TERMINATION (AS DEFINED BELOW) AT LEAST THIRTY (30) DAYS PRIOR TO SUCH
TERMINATION.
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN
EXECUTIVE'S BECOMING INCAPACITATED BY REASON OF SICKNESS, ACCIDENT OR OTHER
PHYSICAL OR MENTAL INCAPACITY AND HAVING BEEN UNABLE TO PERFORM HIS NORMAL
DUTIES FOR A PERIOD OF SIX (6) CONSECUTIVE MONTHS AS A RESULT THEREOF.
(C)
FOR CAUSE. THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE
EXECUTIVE'S EMPLOYMENT FOR CAUSE BY PROVIDING EXECUTIVE WITH A NOTICE OF
TERMINATION.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN (I) WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OF A MATERIAL NATURE BY EXECUTIVE IN THE
PERFORMANCE OF HIS DUTIES; (II) EXECUTIVE'S BEING CONVICTED OF, OR PLEADING
GUILTY OR NOLO CONTENDERE TO A FELONY (OTHER THAN A TRAFFIC VIOLATION);
(III) EXECUTIVE'S WILLFUL THEFT OR EMBEZZLEMENT FROM THE COMPANY OR ITS
AFFILIATES; (IV) WILLFUL AND SUBSTANTIAL FAILURE OF EXECUTIVE TO PERFORM HIS
DUTIES OR ANY OTHER MATERIAL BREACH BY EXECUTIVE OF ANY MATERIAL PROVISION OF
THIS AGREEMENT, WHICH IS NOT CURED (IF CURABLE) BY EXECUTIVE WITHIN THIRTY (30)
DAYS FOLLOWING HIS RECEIPT OF WRITTEN NOTICE THEREOF.
FOR THE PURPOSES OF THIS
DEFINITION, NO ACT, OR FAILURE TO ACT, ON THE PART OF EXECUTIVE SHALL BE
CONSIDERED "WILLFUL," UNLESS DONE, OR OMITTED TO BE DONE, BY HIM IN BAD FAITH
AND WITHOUT REASONABLE BELIEF THAT HIS ACTION OR OMISSION WAS IN, OR NOT OPPOSED
TO, THE BEST INTEREST OF THE COMPANY (INCLUDING REPUTATIONALLY).
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY NOT TERMINATE EXECUTIVE FOR CAUSE
UNLESS PRIOR TO SUCH TERMINATION: (X) EXECUTIVE IS GIVEN FIVE (5) BUSINESS DAYS
WRITTEN NOTICE SPECIFYING THE ALLEGED CAUSE EVENT AND IS ENTITLED TO APPEAR WITH
COUNSEL UPON WRITTEN REQUEST, MADE WITHIN FIVE (5) BUSINESS DAYS OF RECEIVING
SUCH NOTICE, BEFORE A MEETING OF THE FULL BOARD, WHICH MAY BE TELEPHONIC, WITHIN
A REASONABLE TIME AFTER SUCH REQUEST TO PRESENT INFORMATION REGARDING HIS VIEWS
ON THE CAUSE EVENT, AND (Y) AFTER SUCH MEETING OR EXECUTIVE'S FAILURE TO REQUEST
SUCH A MEETING, THERE IS A MAJORITY VOTE OF THE