OR RELATED ENTITY OF EMPLOYER OR IMH), INCLUDING A MATERIAL BREACH OF TRUST OR
FIDUCIARY DUTY OR A MATERIAL BREACH OF ANY PROPRIETARY RIGHTS AND INVENTIONS OR
CONFIDENTIALITY AGREEMENT BETWEEN EMPLOYER AND EXECUTIVE OR BETWEEN IMH AND
EXECUTIVE (OR BETWEEN EXECUTIVE AND ANY AFFILIATE OR RELATED ENTITY OF EMPLOYER
OR IMH)(AS SUCH AGREEMENTS MAY BE ADOPTED OR AMENDED FROM TIME TO TIME BY
EMPLOYER AND EXECUTIVE).
(D)
BY MUTUAL AGREEMENT BETWEEN EMPLOYER AND EXECUTIVE;
(E)
THE DATE WHEN EXECUTIVE IS DECLARED LEGALLY INCOMPETENT UNDER THE
LAWS OF THE STATE OF CALIFORNIA, OR IF EXECUTIVE HAS A MENTAL OR PHYSICAL
CONDITION THAT CAN REASONABLY BE EXPECTED TO PREVENT EXECUTIVE FROM CARRYING OUT
HIS ESSENTIAL DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT FOR A PERIOD OF
GREATER THAN SIX MONTHS (ANY SUCH CONDITION AN "INCAPACITATING CONDITION"),
NOTWITHSTANDING EMPLOYER'S REASONABLE ACCOMMODATIONS (TO THE EXTENT REQUIRED BY
LAW);
(F)
EMPLOYER MAY TERMINATE EXECUTIVE UNDER THIS AGREEMENT AT WILL
(AND WITHOUT CAUSE) UPON WRITTEN NOTICE AT ANY TIME.
UNLESS OTHERWISE PROVIDED
IN SUCH NOTICE, SUCH TERMINATION SHALL BE EFFECTIVE IMMEDIATELY UPON PROVIDING
WRITTEN NOTICE TO EXECUTIVE; OR
(G)
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT FOR
GOOD REASON UPON PROVIDING EMPLOYER AT LEAST 30 DAYS PRIOR WRITTEN NOTICE OF
SUCH TERMINATION STATING THE BASIS ON WHICH EXECUTIVE HAS DETERMINED THAT HE HAS
GOOD REASON TO TERMINATE HIS EMPLOYMENT; PROVIDED THAT EMPLOYER SHALL HAVE A
REASONABLE TIME AFTER RECEIVING SUCH NOTICE TO CURE ANY EVENT THAT WOULD
CONSTITUTE GOOD REASON FOR EXECUTIVE TO TERMINATE HIS EMPLOYMENT (PROVIDED SUCH
EVENT IS CURABLE) AND EXECUTIVE MAY NOT TERMINATE HIS EMPLOYMENT FOR GOOD REASON
ON THE BASIS OF ANY SUCH EVENT THAT IS CURED WITHIN A REASONABLE TIME.
NOTWITHSTANDING THE FOREGOING PORTION OF THIS SECTION 2.02(G),
3
THE AFOREMENTIONED 30-DAY NOTICE AND REASONABLE CURE PERIOD SHALL NOT APPLY TO
SECTION 2.02(G)(IV).
"GOOD REASON" SHALL MEAN:
(I)
THE ASSIGNMENT TO EXECUTIVE OF DUTIES MATERIALLY INCONSISTENT
WITH, OR A SUBSTANTIAL REDUCTION OR ALTERATION IN, THE AUTHORITY, DUTIES OR
RESPONSIBILITIES OF EXECUTIVE AS SET FORTH IN THIS AGREEMENT, WITHOUT
EXECUTIVE'S PRIOR WRITTEN CONSENT;
(II)
THE PRINCIPAL PLACE OF THE PERFORMANCE OF EXECUTIVE'S
RESPONSIBILITIES AND DUTIES IS CHANGED TO A LOCATION MORE THAN 65 MILES FROM THE
LOCATION OF SUCH PLACE AS OF THE DATE OF THIS AGREEMENT, WITHOUT EXECUTIVE'S
PRIOR WRITTEN CONSENT;
(III)
A MATERIAL BREACH BY EMPLOYER OF THIS AGREEMENT, INCLUDING A
REDUCTION BY EMPLOYER OF EXECUTIVE'S BASE SALARY, WITHOUT EXECUTIVE'S PRIOR
WRITTEN CONSENT; OR
(IV)
A FAILURE BY EMPLOYER TO OBTAIN FROM ANY ACQUIRER OF EMPLOYER,
BEFORE ANY ACQUISITION (AS DEFINED BELOW) TAKES PLACE, AN AGREEMENT TO ASSUME
AND PERFORM THIS AGREEMENT.
Good Reason does not include the expiration of the term of this Agreement on
December 31, 2009.
2.3
EXCEPT AS SET FORTH IN SECTION 4, IN THE EVENT THAT EXECUTIVE'S
EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 2.2(A), 2.2(B), 2.2(C) OR
2.2(D) HEREIN, NEITHER EMPLOYER NOR EXECUTIVE SHALL HAVE ANY REMAINING DUTIES OR
OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT EMPLOYER SHALL PAY TO EXECUTIVE,
OR HIS LEGAL REPRESENTATIVES,