SUBMIT TO THE COMPANY
REASONABLE DOCUMENTATION WITH RESPECT TO SUCH EXPENSES.
4.
TERMINATION OF EMPLOYMENT
4.1
EVENTS OF TERMINATION
Your employment with the Company may be terminated prior to the expiration of
the
4
Initial Term or extended term set forth in Section 1.1 hereof as follows:
(A)
WITH CAUSE.
YOUR EMPLOYMENT WITH THE
COMPANY MAY BE TERMINATED AT ANY TIME FOR "CAUSE."
AS USED IN THIS AGREEMENT,
THE TERM "CAUSE" SHALL MEAN (I) YOUR WILLFUL MISCONDUCT OR WILLFUL FAILURE TO
FULFILL AND PERFORM YOUR STATED DUTIES, INCLUDING THE OBLIGATIONS STATED HEREIN,
WHICH MISCONDUCT OR FAILURE, IF CURABLE, IS NOT FULLY CURED TO THE REASONABLE
SATISFACTION OF THE BOARD WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE THEREOF,
(II) ANY MATERIAL BREACH BY YOU OF ANY PROVISION OF THIS AGREEMENT, WHICH, IF
CURABLE, IS NOT FULLY CURED TO THE REASONABLE SATISFACTION OF THE BOARD WITHIN
THIRTY (30) DAYS AFTER WRITTEN NOTICE THEREOF, (III) A REFUSAL TO RELOCATE IN
ACCORDANCE WITH THE BOARD'S DECISION AS CONTEMPLATED BY SECTION 4.5 OR (IV) YOUR
COMMITTING AN ACT OF THEFT, FRAUD, DISHONESTY, EMBEZZLEMENT WITH REGARD TO THE
COMPANY OR YOUR CONVICTION OF A FELONY.
FOR PURPOSES HEREOF, NO ACT, OR FAILURE
TO ACT, ON YOUR PART SHALL BE DEEMED "WILLFUL" UNLESS DONE, OR OMITTED TO BE
DONE, BY YOU NOT IN GOOD FAITH AND WITHOUT REASONABLE BELIEF THAT YOUR ACT, OR
FAILURE TO ACT, WAS IN THE BEST INTEREST OF THE COMPANY.
(B)
WITHOUT CAUSE; GOOD REASON.
YOUR EMPLOYMENT
WITH THE COMPANY MAY BE TERMINATED, BY EITHER PARTY, UPON NOT LESS THAN NINETY
(90) DAYS PRIOR WRITTEN NOTICE TO THE OTHER, WITHOUT CAUSE BY THE COMPANY OR FOR
"GOOD REASON" BY YOU.
AS USED HEREIN, THE TERM "GOOD REASON" SHALL MEAN THE
OCCURRENCE, WITHOUT YOUR CONSENT, OF ANY OF THE FOLLOWING:
(I) ANY MATERIAL
DIMINUTION OF YOUR POSITION, DUTIES OR RESPONSIBILITIES HEREUNDER (EXCEPT IN
EACH CASE IN CONNECTION WITH THE TERMINATION OF YOUR EMPLOYMENT FOR CAUSE OR
DISABILITY OR AS A RESULT OF YOUR DEATH, OR TEMPORARILY AS A RESULT OF YOUR
ILLNESS OR OTHER ABSENCE, OR ANY DIMINUTION OF DUTIES RESULTING FROM THE HIRING
BY THE COMPANY OF A NEW CHIEF EXECUTIVE OFFICER) AND (II) ANY MATERIAL BREACH BY
THE COMPANY OF ANY PROVISION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT YOU GIVE
THE COMPANY WRITTEN NOTICE OF SUCH BREACH WITH A THIRTY (30) DAY OPPORTUNITY FOR
THE COMPANY TO CURE SUCH BREACH.
(C)
DEATH.
IN THE EVENT OF YOUR DEATH, YOUR
EMPLOYMENT SHALL TERMINATE ON THE DATE OF DEATH.
(D)
DISABILITY.
IN THE EVENT OF YOUR DISABILITY
(AS DEFINED BELOW), THE COMPANY MAY TERMINATE YOUR EMPLOYMENT BY GIVING TO YOU A
WRITTEN NOTICE OF TERMINATION.
SUCH NOTICE SHALL SPECIFY THE DATE OF
TERMINATION,
5
WHICH DATE SHALL NOT BE EARLIER THAN THIRTY (30) DAYS AFTER THE NOTICE OF
TERMINATION GIVEN.
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" MEANS YOUR
INABILITY TO SUBSTANTIALLY PERFORM YOUR DUTIES HEREUNDER FOR NINETY
(90) CONSECUTIVE DAYS OR ONE HUNDRED EIGHTY (180) DAYS OUT OF THREE HUNDRED
SIXTY FIVE