DULY ADOPTED
BY THE BOARD.
IF THE COMPANY HAS REASONABLE BELIEF THAT THE EXECUTIVE HAS
COMMITTED ANY OF THE ACTS DESCRIBED ABOVE, IT MAY SUSPEND THE EXECUTIVE (WITH OR
WITHOUT PAY) WHILE IT INVESTIGATES WHETHER IT HAS OR COULD HAVE CAUSE TO
TERMINATE THE EXECUTIVE.
THE COMPANY MAY TERMINATE THE EXECUTIVE FOR CAUSE
PRIOR TO THE COMPLETION OF ITS INVESTIGATION; PROVIDED, THAT, IF IT IS
ULTIMATELY DETERMINED THAT THE EXECUTIVE HAS NOT COMMITTED AN ACT WHICH WOULD
CONSTITUTE CAUSE, THE EXECUTIVE SHALL BE TREATED AS IF HE WERE TERMINATED
WITHOUT CAUSE.
(III)
TERMINATION WITHOUT CAUSE.
THE COMPANY, MAY, AT ANY TIME,
TERMINATE THE EXECUTIVE'S EMPLOYMENT BY COMPANY WITHOUT CAUSE BY PROVIDING PRIOR
WRITTEN NOTICE THEREOF TO THE EXECUTIVE.
(IV)
RESIGNATION FOR GOOD REASON.
THE EXECUTIVE MAY TERMINATE HIS
EMPLOYMENT BY THE COMPANY FOR GOOD REASON (AS DEFINED BELOW) BY PROVIDING
WRITTEN NOTICE THEREOF TO THE COMPANY (THE "RESIGNATION NOTICE") AT LEAST
45 DAYS PRIOR TO THE EFFECTIVE DATE OF THE RESIGNATION, WHICH NOTICE SHALL SET
FORTH IN REASONABLE DETAIL THE NATURE OF THE FACTS AND CIRCUMSTANCES WHICH
CONSTITUTE GOOD REASON AND THE COMPANY SHALL HAVE 30 DAYS AFTER RECEIPT OF THE
RESIGNATION NOTICE TO CURE IN ALL MATERIAL RESPECTS THE FACTS AND CIRCUMSTANCES
WHICH CONSTITUTE GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON"
SHALL MEAN THE OCCURRENCE, DURING THE EMPLOYMENT TERM, OF ANY OF THE FOLLOWING
ACTIONS OR FAILURES TO ACT, BUT IN EACH CASE ONLY IF IT IS NOT CONSENTED TO BY
THE EXECUTIVE IN WRITING: (A) A MATERIAL ADVERSE CHANGE IN THE EXECUTIVE'S
DUTIES, REPORTING RESPONSIBILITIES, TITLES OR ELECTED OR APPOINTED OFFICES AS IN
EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE; (B) A MATERIAL
REDUCTION BY THE COMPANY IN THE EXECUTIVE'S ANNUAL SALARY OR ANNUAL BONUS
OPPORTUNITY IN EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH REDUCTION,
NOT INCLUDING ANY REDUCTION RESULTING FROM CHANGES IN THE MARKET VALUE OF
SECURITIES OR OTHER INSTRUMENTS PAID OR PAYABLE TO THE EXECUTIVE; OR (C) ANY
CHANGE OF MORE THAN 50 MILES IN THE LOCATION OF THE PRINCIPAL PLACE OF
EMPLOYMENT OF THE EXECUTIVE IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH
CHANGE.
FOR PURPOSES OF THIS DEFINITION, NONE OF THE ACTIONS DESCRIBED IN
CLAUSES (A) AND (B) ABOVE SHALL CONSTITUTE "GOOD REASON" WITH RESPECT TO THE
EXECUTIVE IF IT WAS AN ISOLATED AND INADVERTENT ACTION NOT TAKEN IN BAD FAITH BY
THE COMPANY AND IF IT IS REMEDIED BY THE COMPANY WITHIN 30 DAYS AFTER RECEIPT OF
WRITTEN NOTICE THEREOF GIVEN BY THE EXECUTIVE (OR, IF THE MATTER IS NOT CAPABLE
OF REMEDY WITHIN 30 DAYS, THEN WITHIN A REASONABLE PERIOD OF TIME FOLLOWING SUCH
30-DAY PERIOD, PROVIDED THAT THE COMPANY HAS COMMENCED SUCH REMEDY WITHIN SAID
30-DAY PERIOD); PROVIDED THAT "GOOD REASON" SHALL CEASE TO EXIST FOR ANY ACTION
DESCRIBED IN CLAUSES (A) AND (B) ABOVE ON THE 60TH DAY FOLLOWING THE LATER OF
5
THE OCCURRENCE OF SUCH ACTION OR THE EXECUTIVE'S KNOWLEDGE THEREOF, UNLESS THE
EXECUTIVE HAS GIVEN THE COMPANY WRITTEN NOTICE