NON-RENEWAL, THE DATE ON WHICH THE AGREEMENT TERMINATES BY EXPIRATION OF THE
INITIAL OR RENEWAL TERM; OR
C.
IF ENLOE'S EMPLOYMENT IS TERMINATED FOR
ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION, WHICH SHALL
NOT BE A DATE PRIOR TO THE DATE SUCH NOTICE OF TERMINATION IS GIVEN OR THE
EXPIRATION OF ANY REQUIRED NOTICE PERIOD.
3.
TERMINATION FOR CAUSE.
TRINITY MAY
TERMINATE ENLOE'S EMPLOYMENT UNDER THIS AGREEMENT FOR CAUSE (AS DEFINED HERE) AT
ANY TIME, UPON THE GOOD FAITH DETERMINATION OF THE EXISTENCE OF CAUSE AS DEFINED
HEREIN, IN WHICH EVENT THE RIGHTS OF ENLOE TO CONTINUED EMPLOYMENT UNDER THIS
AGREEMENT SHALL THEREUPON CEASE IMMEDIATELY.
FOLLOWING TERMINATION FOR CAUSE,
TRINITY SHALL PAY ENLOE ANY EARNED AND UNPAID BASE SALARY AND VACATION PAY
EARNED AS OF THE DATE OF TERMINATION, AND SHALL HAVE NO FURTHER OBLIGATIONS TO
ENLOE UNDER THIS AGREEMENT.
A.
"CAUSE" SHALL EXIST IF ENLOE:
I.
FAILS, ON A WILLFUL AND CONTINUING
BASIS, TO DEVOTE HIS FULL BUSINESS TIME TO THE COMPANIES' BUSINESS AFFAIRS
(OTHER THAN DUE TO ILLNESS, INCAPACITY OR VACATION) OR TO OTHERWISE WILLFULLY
FAIL TO PERFORM HIS DUTIES; OR
3
II.
IS CONVICTED OF A FELONY OR A CRIME
INVOLVING DISHONESTY OR BREACH OF TRUST; OR
III.
PARTICIPATES IN AN ACT OF FRAUD,
EMBEZZLEMENT OR THEFT (REGARDLESS OF WHETHER A CRIMINAL CONVICTION IS OBTAINED)
OR ENGAGES IN WILLFUL MISCONDUCT INVOLVING ACTIVITIES RELATED TO OR CONNECTED
WITH THE ANY ONE OF THE COMPANIES; OR
IV.
MAKES AN UNAUTHORIZED DISCLOSURE OF
CONFIDENTIAL INFORMATION THAT RESULTS IN SIGNIFICANT INJURY TO ANY ONE OF THE
COMPANIES OR MISAPPROPRIATES OR INTENTIONALLY MATERIALLY DAMAGES PROPERTY OR
BUSINESS OF THE COMPANIES; OR
V.
ENGAGES IN A MATERIAL VIOLATION OF THIS
AGREEMENT OR ANY OTHER AGREEMENT WITH ANY ONE OF THE COMPANIES; OR
VI.
ENGAGES IN A MATERIAL BREACH OF TRINITY'S
CODE OF BUSINESS CONDUCT AND BUSINESS ETHICS OR ANY OTHER POLICIES, RULES OR
REGULATIONS PROMULGATED BY OR IMPOSED UPON ANY ONE OF THE COMPANIES; OR
VII.
IS THE SUBJECT OF STATE OR FEDERAL
REGULATORY ACTION OR IS THE SUBSTANTIAL CAUSATIVE FACTOR IN REGULATORY ACTION
AGAINST TRINITY OR ITS SUBSIDIARIES.
B.
UPON DETERMINATION OF THE
APPROPRIATENESS, IN THE SOLE DISCRETION OF THE BOARD, ENLOE MAY BE GRANTED A
THIRTY (30) DAY PERIOD IN WHICH TO CURE FAILURES OR EVENTS CONSTITUTING CAUSE
UNDER SUBSECTIONS 3 A.I., A.V., OR A.VI.
SHOULD THE FAILURES OR EVENTS BE
RECTIFIED TO THE SATISFACTION OF THE BOARD WITHIN THE CURE PERIOD, THE BOARD MAY
CONTINUE ENLOE'S EMPLOYMENT UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.
C.
TRINITY MAY NOT TERMINATE ENLOE'S
EMPLOYMENT FOR CAUSE UNLESS AND UNTIL A DETERMINATION THAT CAUSE EXISTS IS MADE
AND APPROVED BY A MAJORITY OF THE BOARD (EXCLUDING DIRECTORS OTHERWISE EMPLOYED
BY TRINITY).
ENLOE SHALL BE GIVEN NOTICE OF ANY BOARD MEETING CALLED FOR SUCH
PURPOSE AND SHALL HAVE THE OPPORTUNITY TO ADDRESS THE BOARD.
4.
TERMINATION OTHER THAN FOR CAUSE.
TRINITY MAY TERMINATE ENLOE'S EMPLOYMENT UNDER THIS AGREEMENT WITHOUT CAUSE AT
ANY TIME UPON SIXTY (60) DAYS PRIOR WRITTEN