A.
BY COMPANY.
(1)
DATE OF TERMINATION.
COMPANY MAY AT ANY TIME TERMINATE THIS CONTRACT, IN
WHICH EVENT EMPLOYEE SHALL LEAVE THE PREMISES ON SUCH DATE (THE "DATE OF
TERMINATION") AS IS SPECIFIED BY COMPANY IN THE NOTICE OF TERMINATION (WHICH
DATE CAN BE AS EARLY AS THE DATE OF SUCH NOTICE).
(2)
FOR CAUSE.
IF SUCH TERMINATION IS "FOR CAUSE," COMPANY WILL HAVE NO
OBLIGATION TO PAY TO EMPLOYEE ANY COMPENSATION OR FRINGE BENEFITS FOLLOWING THE
DATE OF TERMINATION.
FOR PURPOSES OF THE PRECEDING SENTENCE, THE PHRASE "FOR
CAUSE" WILL BE DEEMED TO MEAN:
(A)
ABSENCE FROM COMPANY'S OFFICES, PHYSICAL OR MENTAL ILLNESS, OR ANY OTHER
REASON, FOR ANY SUCCESSIVE PERIOD OF FORTY-FIVE (45) DAYS, OR FOR A TOTAL PERIOD
OF NINETY (90) DAYS IN ANY ONE OF COMPANY'S FISCAL YEARS (EXCEPT THAT ANY
VACATION PERIODS, TRAVEL ON COMPANY BUSINESS, OR LEAVES OF ABSENCE SPECIFICALLY
GRANTED BY COMPANY'S BOARD OF DIRECTORS SHALL NOT BE CONSIDERED AS PERIODS OF
ABSENCE FROM EMPLOYMENT);
4
(B)
EMPLOYEE'S COMMISSION OF AN ACT OF GROSS NEGLIGENCE IN THE PERFORMANCE OF
HIS DUTIES OR OBLIGATIONS HEREUNDER;
(C)
EMPLOYEE'S COMMISSION OF ANY ACT OF FRAUD, MALFEASANCE, DISLOYALTY, OR
BREACH OF TRUST AGAINST THE COMPANY, OR EMPLOYEE FAILS TO OBSERVE ANY COVENANT
REFERENCED IN PARAGRAPH 9 BELOW OR CONTAINED IN EXHIBITS "B" OR "C" HERETO;
(D)
EMPLOYEE'S REFUSAL, OR SUBSTANTIAL INABILITY, TO PERFORM THE DUTIES
ASSIGNED IN GOOD FAITH TO HIM PURSUANT TO PARAGRAPH 3 HEREOF;
(E)
EMPLOYEE DIES OR GIVES AFFIRMATIVE INDICATION, IN THE OPINION OF A MAJORITY
OF COMPANY'S BOARD OF DIRECTORS, THAT HE NO LONGER INTENDS TO ABIDE BY THE TERMS
OF THIS CONTRACT; OR
(F)
EMPLOYEE IS GUILTY OF ACTS OF MORAL TURPITUDE OR DISHONESTY IN COMPANY'S
AFFAIRS, GROSS INSUBORDINATION OR THE EQUIVALENT, OR EMPLOYEE VIOLATES, OR FAILS
TO COMPLY WITH, ANY OF THE PROVISIONS OF THIS CONTRACT.
(3)
NOT FOR CAUSE.
IF SUCH TERMINATION IS BASED ON ANY REASON OTHER THAN "FOR
CAUSE," COMPANY SHALL BE OBLIGATED TO PAY TO EMPLOYEE HIS BASE SALARY DURING THE
REMAINDER OF THE TERM OF THIS CONTRACT (ON A MONTHLY BASIS AT THE SAME RATE AS
PAYABLE IMMEDIATELY BEFORE THE DATE OF TERMINATION).
IN ADDITION, NO LATER THAN
MARCH 15 FOLLOWING THE CALENDAR YEAR DURING WHICH OCCURRED THE EVENT TRIGGERING
SUCH DATE OF TERMINATION, COMPANY SHALL PAY TO EMPLOYEE HIS PROPORTIONATE SHARE
OF THE PRE-TAX BONUS REFERRED TO IN PARAGRAPH 4.B. ABOVE.
FOR THIS PURPOSE,
EMPLOYEE'S "PROPORTIONATE SHARE" WILL BE A FRACTION THE NUMERATOR OF WHICH IS
THE NUMBER OF DAYS IN SUCH CALENDAR YEAR ENDING WITH SUCH DATE OF TERMINATION
AND THE DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF DAYS IN SUCH CALENDAR YEAR.
(A)
INCLUDED WITHIN THE DEFINITION OF A TERMINATION OF EMPLOYEE OTHER THAN "FOR
CAUSE" WILL BE A "CHANGE IN CONTROL OF COMPANY."
FOR PURPOSES OF THIS CONTRACT,
THE TERM "CHANGE IN OWNERSHIP OR CONTROL OF COMPANY" IS DEFINED IN EXHIBIT "A"
ATTACHED HERETO.
(B)
IF, AT THE TIME OF TERMINATION, COMPANY WAS PROVIDING AN AUTOMOBILE TO
EMPLOYEE UNDER PARAGRAPH