OF EMPLOYER OR IMH), INCLUDING A
MATERIAL BREACH OF TRUST OR FIDUCIARY DUTY OR A MATERIAL BREACH OF ANY
PROPRIETARY RIGHTS AND INVENTIONS OR CONFIDENTIALITY AGREEMENT BETWEEN EMPLOYER
AND EXECUTIVE OR BETWEEN IMH AND EXECUTIVE (OR BETWEEN EXECUTIVE AND ANY
AFFILIATE OR RELATED ENTITY OF EMPLOYER OR IMH)(AS SUCH AGREEMENTS MAY BE
ADOPTED OR AMENDED FROM TIME TO TIME BY EMPLOYER AND EXECUTIVE).
(D)
BY MUTUAL AGREEMENT BETWEEN EMPLOYER AND
EXECUTIVE;
(E)
THE DATE WHEN EXECUTIVE IS DECLARED LEGALLY
INCOMPETENT UNDER THE LAWS OF THE STATE OF CALIFORNIA, OR IF EXECUTIVE HAS A
MENTAL OR PHYSICAL CONDITION THAT CAN REASONABLY BE EXPECTED TO PREVENT
EXECUTIVE FROM CARRYING OUT HIS ESSENTIAL DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT FOR A PERIOD OF GREATER THAN SIX MONTHS (ANY SUCH CONDITION AN
"INCAPACITATING CONDITION"), NOTWITHSTANDING EMPLOYER'S REASONABLE
ACCOMMODATIONS (TO THE EXTENT REQUIRED BY LAW);
(F)
EMPLOYER MAY TERMINATE EXECUTIVE UNDER
THIS AGREEMENT AT WILL (AND WITHOUT CAUSE) UPON WRITTEN NOTICE AT ANY TIME.
UNLESS OTHERWISE PROVIDED IN SUCH NOTICE, SUCH TERMINATION SHALL BE EFFECTIVE
IMMEDIATELY UPON PROVIDING WRITTEN NOTICE TO EXECUTIVE; OR
(G)
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT UNDER
THIS AGREEMENT FOR GOOD REASON UPON PROVIDING EMPLOYER AT LEAST 30 DAYS PRIOR
WRITTEN NOTICE OF SUCH TERMINATION STATING THE BASIS ON WHICH EXECUTIVE HAS
DETERMINED THAT HE HAS GOOD REASON TO TERMINATE HIS EMPLOYMENT; PROVIDED THAT
EMPLOYER SHALL HAVE A REASONABLE TIME AFTER RECEIVING SUCH NOTICE TO CURE ANY
EVENT THAT WOULD CONSTITUTE GOOD REASON FOR EXECUTIVE TO TERMINATE HIS
EMPLOYMENT (PROVIDED SUCH EVENT IS CURABLE) AND EXECUTIVE MAY NOT TERMINATE HIS
EMPLOYMENT FOR GOOD REASON ON THE BASIS OF ANY SUCH EVENT THAT IS CURED WITHIN A
REASONABLE TIME.
NOTWITHSTANDING THE FOREGOING PORTION OF THIS SECTION 2.02(G),
3
THE AFOREMENTIONED 30-DAY NOTICE AND REASONABLE CURE PERIOD SHALL NOT APPLY TO
SECTION 2.02(G)(IV).
"GOOD REASON" SHALL MEAN:
(I)
THE ASSIGNMENT TO EXECUTIVE OF DUTIES
MATERIALLY INCONSISTENT WITH, OR A SUBSTANTIAL REDUCTION OR ALTERATION IN, THE
AUTHORITY, DUTIES OR RESPONSIBILITIES OF EXECUTIVE AS SET FORTH IN THIS
AGREEMENT, WITHOUT EXECUTIVE'S PRIOR WRITTEN CONSENT;
(II)
THE PRINCIPAL PLACE OF THE PERFORMANCE OF
EXECUTIVE'S RESPONSIBILITIES AND DUTIES IS CHANGED TO A LOCATION MORE THAN 65
MILES FROM THE LOCATION OF SUCH PLACE AS OF THE DATE OF THIS AGREEMENT, WITHOUT
EXECUTIVE'S PRIOR WRITTEN CONSENT;
(III)
A MATERIAL BREACH BY EMPLOYER OF THIS
AGREEMENT, INCLUDING A REDUCTION BY EMPLOYER OF EXECUTIVE'S BASE SALARY, WITHOUT
EXECUTIVE'S PRIOR WRITTEN CONSENT; OR
(IV)
A FAILURE BY EMPLOYER TO OBTAIN FROM ANY
ACQUIRER OF EMPLOYER, BEFORE ANY ACQUISITION (AS DEFINED BELOW) TAKES PLACE, AN
AGREEMENT TO ASSUME AND PERFORM THIS AGREEMENT.
Good Reason does not include the expiration of the term of this Agreement on
December 31, 2009.
2.3
EXCEPT AS SET FORTH IN SECTION 4, IN THE
EVENT THAT EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 2.2(A),
2.2(B), 2.2(C) OR
2.2(D) HEREIN, NEITHER EMPLOYER NOR EXECUTIVE SHALL HAVE ANY
REMAINING DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT EMPLOYER SHALL
PAY TO EXECUTIVE, OR HIS LEGAL REPRESENTATIVES, ON THE DATE