to act, by Consultant will be
considered "willful" unless committed in bad faith and without a reasonable
belief that the act or omission was in the best interests of the Company.
-2-
6.
NOTICE AND DATE OF TERMINATION.
ANY TERMINATION OF THIS AGREEMENT
AND THE TERM WILL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER
PARTY HERETO IN ACCORDANCE WITH SECTION 13.
FOR PURPOSES OF THIS AGREEMENT, A
"NOTICE OF TERMINATION" MEANS A NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF THE AGREEMENT UNDER THE PROVISION SO INDICATED).
"DATE OF
TERMINATION" MEANS (I) THE DATE THE AGREEMENT IS TERMINATED DUE TO THE
CONSULTANT'S DEATH OR (II) IF THE AGREEMENT IS TERMINATED FOR ANY OTHER REASON,
THE DATE SET FORTH IN THE APPLICABLE NOTICE OF TERMINATION.
7.
COMPENSATION UPON TERMINATION OF AGREEMENT.
THIS SECTION PROVIDES
THE PAYMENTS AND BENEFITS TO BE PAID OR PROVIDED TO CONSULTANT AS A RESULT OF
TERMINATION OF THIS AGREEMENT AND THE TERM. EXCEPT AS PROVIDED IN THIS SECTION
7, CONSULTANT SHALL NOT BE ENTITLED TO ANYTHING FURTHER FROM THE COMPANY AS A
RESULT OF THE TERMINATION OF THIS AGREEMENT AND THE TERM, REGARDLESS OF THE
REASON FOR SUCH TERMINATION.
(A)
TERMINATION OF AGREEMENT FOR ANY REASON.
FOLLOWING THE
TERMINATION OF THIS AGREEMENT AND THE TERM, REGARDLESS OF THE REASON FOR SUCH
TERMINATION AND INCLUDING, WITHOUT LIMITATION, A TERMINATION OF THIS AGREEMENT
AND THE TERM BY THE COMPANY FOR CAUSE OR UPON EXPIRATION OF THE TERM, THE
COMPANY WILL PAY CONSULTANT (OR HIS ESTATE IN THE EVENT OF HIS DEATH) AS SOON AS
PRACTICABLE FOLLOWING THE TERMINATION OF THE AGREEMENT (A) ANY CONSULTING FEES
FOR THE PERIOD CONSULTANT PROVIDED SERVICES UNDER THE AGREEMENT THAT WERE EARNED
BUT REMAIN UNPAID AND (B) REIMBURSE CONSULTANT AS SOON AS PRACTICABLE FOLLOWING
THE DATE OF TERMINATION FOR ANY AMOUNTS DUE TO CONSULTANT FOR BUSINESS EXPENSES
(UNLESS SUCH TERMINATION OCCURRED AS A RESULT OF MISAPPROPRIATION OF FUNDS).
(B)
COMPANY'S TERMINATION OF THE AGREEMENT WITHOUT CAUSE OR UPON A
NONRENEWAL, OR CONSULTANT'S TERMINATION OF THE AGREEMENT FOR ANY REASON
(INCLUDING AS A RESULT OF DEATH OR DISABILITY).
IF THIS AGREEMENT AND THE TERM
IS TERMINATED FOLLOWING NOTICE TO CONSULTANT OF THE COMPANY'S INTENTION TO NOT
RENEW THE TERM OF THIS AGREEMENT, PURSUANT TO SECTION 2 OR BY THE COMPANY
WITHOUT CAUSE, OR THE CONSULTANT TERMINATES THE AGREEMENT FOR (X) ANY REASON
AFTER DECEMBER 31, 2017, PROVIDED THAT THE ACTIVE CONSULTING PERIOD CONTINUES
THROUGH THAT DATE OR (Y) AS A RESULT OF CONSULTANT'S DEATH OR DISABILITY (AS
DEFINED BELOW), CONSULTANT WILL BE ENTITLED TO RECEIVE, IN ADDITION TO ANY
PAYMENTS UNDER SECTION 7(A), CONTINUED PAYMENT OF THE CONSULTING FEES THROUGH
THE 24-MONTH ANNIVERSARY OF THE EFFECTIVE DATE, PAID IN APPROXIMATELY EQUAL
MONTHLY INSTALLMENTS COMMENCING ON THE 60TH DAY AFTER THE DATE OF TERMINATION
(WITH A CATCH-UP PAYMENT MADE ON THE 60TH DAY FOR AMOUNTS OTHERWISE PAYABLE
DURING