6.
TERMINATION.
(A)
TERMINATION AT THE COMPANY'S ELECTION.
3
(I)
FOR CAUSE.
AT THE ELECTION OF THE BOARD, EXECUTIVE'S EMPLOYMENT
MAY BE TERMINATED FOR CAUSE (AS DEFINED BELOW) UPON WRITTEN NOTICE TO EXECUTIVE
PURSUANT TO SECTION 12 OF THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT,
"CAUSE" FOR TERMINATION SHALL MEAN THAT EXECUTIVE: (A) PLEADS "GUILTY" OR "NO
CONTEST" TO OR IS INDICTED FOR OR CONVICTED OF A FELONY UNDER FEDERAL OR STATE
LAW OR A CRIME UNDER FEDERAL OR STATE LAW WHICH INVOLVES EXECUTIVE'S FRAUD OR
DISHONESTY; (B) IN CARRYING OUT HIS DUTIES, ENGAGES IN CONDUCT THAT CONSTITUTES
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) FAILS TO REASONABLY PERFORM THE
RESPONSIBILITIES OF HIS POSITION; (D) ENGAGES IN MISCONDUCT THAT CAUSES MATERIAL
HARM TO THE REPUTATION OF THE COMPANY; OR (E) MATERIALLY BREACHES ANY TERM OF
THIS AGREEMENT OR WRITTEN POLICY OF THE COMPANY PROVIDED THAT IF THE COMPANY
PROVIDES WRITTEN NOTICE OF CAUSE PURSUANT TO (C) THROUGH (E), THE EXECUTIVE
SHALL BE GIVEN THIRTY (30) DAYS FROM THE DATE OF SUCH WRITTEN NOTICE TO CURE
SUCH CONDUCT.
WHETHER OR NOT SUCH BREACH HAS BEEN CURED WILL BE DETERMINED IN
THE REASONABLE JUDGMENT OF THE BOARD.
(II)
UPON DISABILITY, DEATH OR WITHOUT CAUSE.
AT THE ELECTION OF THE
COMPANY, EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED WITHOUT CAUSE: (A) SHOULD
EXECUTIVE BECOME PHYSICALLY OR MENTALLY UNABLE TO PERFORM HIS DUTIES FOR THE
COMPANY HEREUNDER AND SUCH INCAPACITY HAS CONTINUED FOR A TOTAL OF NINETY (90)
CONSECUTIVE DAYS OR FOR ANY ONE HUNDRED EIGHTY (180) DAYS IN A PERIOD OF THREE
HUNDRED SIXTY-FIVE (365) CONSECUTIVE DAYS (A "DISABILITY"); (B) UPON EXECUTIVE'S
DEATH ("DEATH"); OR (C) UPON THIRTY (30) DAYS' WRITTEN NOTICE TO EXECUTIVE FOR
ANY OTHER REASON OR FOR NO REASON AT ALL.
(B)
TERMINATION AT EXECUTIVE'S ELECTION.
(I)
FOR GOOD REASON.
AT EXECUTIVE'S ELECTION, EXECUTIVE'S EMPLOYMENT
MAY BE TERMINATED FOR GOOD REASON (AS DEFINED BELOW) BY PROVIDING NOTICE TO THE
COMPANY PURSUANT TO SECTION 12 OF THIS AGREEMENT.
FOR PURPOSES OF THIS
AGREEMENT, "GOOD REASON" SHALL BE DEEMED TO EXIST IF THE FOLLOWING ACTIONS OCCUR
WITHOUT EXECUTIVE'S CONSENT: (A) A MATERIAL DIMINUTION IN EXECUTIVE'S BASE
SALARY; (B) A MATERIAL DIMINUTION IN EXECUTIVE'S AUTHORITY, DUTIES OR
RESPONSIBILITIES UNDER THIS AGREEMENT, PROVIDED THAT REMOVAL OF EXECUTIVE AS A
DIRECTOR OF THE BOARD, OR AS CHAIRMAN OF THE EXECUTIVE COMMITTEE OF THE BOARD
SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT OR A MATERIAL DIMINUTION OF
EXECUTIVE'S AUTHORITY, DUTIES OR RESPONSIBILITIES UNDER THIS AGREEMENT; OR (C)
ANY OTHER ACTION OR INACTION THAT CONSTITUTES A MATERIAL BREACH OF THE TERMS OF
THIS AGREEMENT BY THE COMPANY.
IN THE EVENT ANY OF THE OCCURRENCES IN (A)
THROUGH (C) ABOVE HAVE OCCURRED, THE COMPANY SHALL BE GIVEN WRITTEN NOTICE BY
EXECUTIVE OF EXECUTIVE'S INTENTION TO SO TERMINATE EXECUTIVE'S EMPLOYMENT, SUCH
NOTICE: (I) TO STATE IN DETAIL THE PARTICULAR ACTS OR FAILURES TO ACT THAT
CONSTITUTE THE GROUNDS ON WHICH THE PROPOSED TERMINATION FOR GOOD REASON IS
BASED, (II)
TO BE GIVEN WITHIN SIXTY (60) DAYS AFTER THE FIRST OCCURRENCE