OF THE EMPLOYMENT PERIOD.
(II)
A CHANGE IN EXECUTIVE'S REGULAR WORKSITE
TO A WORKSITE THAT IS MORE THAN 50 MILES BY THE MOST DIRECT ROAD FROM
EXECUTIVE'S REGULAR WORKSITE DURING THE YEAR PRECEDING THE TERMINATION OF THE
EMPLOYMENT PERIOD AND THAT IS ALSO FURTHER FROM EXECUTIVE'S PRINCIPAL RESIDENCE.
(III)
A MATERIAL BREACH OF THIS AGREEMENT BY THE
COMPANY THAT IS NOT CURED, IF CURABLE, WITHIN 30 DAYS AFTER WRITTEN NOTICE AND
DEMAND BY EXECUTIVE INCLUDING, BUT NOT LIMITED TO, ANY FAILURE TO PAY WHEN DUE
EXECUTIVE'S BASE SALARY OR OTHER AMOUNTS DUE UNDER THIS AGREEMENT.
(iv)
The failure of the Company to obtain and
deliver to Executive a written agreement from any successor to the Company to
assume and agree to perform this Agreement
Good Reason will cease to exist for an event on the 60th day following its
occurrence, unless Executive shall have given the Company written notice thereof
prior to such date.
(D)
UPON WRITTEN NOTICE BY THE COMPANY TO
EXECUTIVE OF TERMINATION DUE TO DISABILITY. FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" SHALL BE DEFINED AS A GOOD FAITH DETERMINATION BY THE CHIEF
EXECUTIVE OFFICER OR PRESIDENT THAT EXECUTIVE HAS BEEN OR WILL BE UNABLE TO
PERFORM EXECUTIVE'S MATERIAL DUTIES HEREUNDER DUE TO A PHYSICAL OR MENTAL
INJURY, INFIRMITY OR INCAPACITY FOR 90 DAYS (INCLUDING WEEKENDS AND HOLIDAYS) IN
ANY 365-DAY PERIOD, REGARDLESS OF WHETHER EXECUTIVE IS DEEMED DISABLED PURSUANT
TO THE COMPANY'S POLICIES OR PLANS.
(E)
THE COMPANY MAY TERMINATE EXECUTIVE'S
EMPLOYMENT HEREUNDER FOR CAUSE IMMEDIATELY UPON WRITTEN NOTICE BY THE COMPANY TO
EXECUTIVE OF A TERMINATION FOR CAUSE. FOR PURPOSES OF THIS AGREEMENT, "CAUSE"
SHALL MEAN ANY OF THE FOLLOWING:
(I)
THE WILLFUL AND CONTINUED FAILURE BY
EXECUTIVE TO PERFORM THE DUTIES OF EXECUTIVE'S THEN POSITION OR EXECUTIVE'S
WILLFUL FAILURE TO FOLLOW THE WRITTEN DIRECTION OF THE CHIEF EXECUTIVE OFFICER,
THE PRESIDENT, OTHER MORE SENIOR EXECUTIVE OR THE BOARD.
3
(II)
THE ENGAGING BY EXECUTIVE IN CONDUCT THAT
CAN REASONABLY BE EXPECTED TO BE MATERIALLY MONETARILY OR REPUTATION-WISE
INJURIOUS TO THE COMPANY OR AN AFFILIATE.
(III)
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A
MATERIAL NATURE BY EXECUTIVE WITH REGARD TO THE COMPANY OR AN AFFILIATE OR IN
THE PERFORMANCE OF EXECUTIVE'S DUTIES.
(IV)
EXECUTIVE'S INDICTMENT, CONVICTION, PLEADING
GUILTY OR NOLO CONTENDERE TO A FELONY OR OTHER CIVIL OR CRIMINAL OFFENSE
INVOLVING FRAUD, DISHONESTY OR MORAL TURPITUDE.
(V)
EXECUTIVE'S MATERIAL VIOLATION OF THE
COMPANY'S CODE OF ETHICS OR A MATERIAL BREACH BY EXECUTIVE OF A FIDUCIARY DUTY
OR RESPONSIBILITY TO THE COMPANY OR AN AFFILIATE.
(VI)
EXECUTIVE'S MATERIAL BREACH OF THIS AGREEMENT
OR ANY OTHER WRITTEN AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY OR AN AFFILIATE
THAT IS NOT CURED, IF CURABLE, WITHIN 20 DAYS OF THE GIVING OF WRITTEN NOTICE
THEREOF TO EXECUTIVE (OR SUCH LONGER PERIOD SPECIFIED IN SUCH OTHER AGREEMENT).
(F)
UPON WRITTEN NOTICE BY THE COMPANY TO
EXECUTIVE OF AN INVOLUNTARY TERMINATION WITHOUT CAUSE, OTHER THAN FOR DEATH OR
DISABILITY.
6.
CONSEQUENCES OF TERMINATION.
(A)
UPON A TERMINATION OF THE EMPLOYMENT PERIOD
PURSUANT