EXECUTIVE GIVES NOTICE OF TERMINATION FOR GOOD
REASON AND GOOD REASON EXISTS), WHICH FAILURE IS NOT CURED WITHIN 30 DAYS AFTER
A WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS RECEIVED BY THE EXECUTIVE FROM
THE BOARD OF DIRECTORS OF
THE COMPANY WHICH SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE BOARD OF
DIRECTORS BELIEVES THE EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED THE EXECUTIVE'S
DUTIES; (B) THE EXECUTIVE'S WILLFUL ENGAGEMENT IN ILLEGAL CONDUCT OR GROSS
MISCONDUCT WHICH IS MATERIALLY AND DEMONSTRABLY INJURIOUS TO THE COMPANY; OR (C)
A MATERIAL BREACH OF SECTION 6 OR 7 OF THIS AGREEMENT BY THE EXECUTIVE. FOR
PURPOSES OF THIS SECTION 4.2, NO ACT OR FAILURE TO ACT BY THE EXECUTIVE SHALL BE
CONSIDERED "WILLFUL" UNLESS IT IS DONE, OR OMITTED TO BE DONE, IN BAD FAITH AND
WITHOUT REASONABLE BELIEF THAT THE EXECUTIVE'S ACTION OR OMISSION WAS IN THE
BEST INTERESTS OF THE COMPANY.
4.3
UPON THE DEATH OR DISABILITY OF THE EXECUTIVE. AS USED IN THIS
AGREEMENT, THE TERM "DISABILITY" SHALL MEAN THE EXECUTIVE'S ABSENCE FROM THE
FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES WITH THE COMPANY FOR ONE HUNDRED
EIGHTY (180) CONSECUTIVE CALENDAR DAYS AS A RESULT OF INCAPACITY DUE TO MENTAL
OR PHYSICAL ILLNESS WHICH IS DETERMINED TO BE TOTAL AND PERMANENT BY A PHYSICIAN
SELECTED BY THE COMPANY OR ITS INSURERS AND ACCEPTABLE TO THE EXECUTIVE OR THE
EXECUTIVE'S LEGAL REPRESENTATIVE.
4.4
AT THE ELECTION OF THE EXECUTIVE FOR GOOD REASON AS DEFINED
HEREIN. THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT FOR GOOD REASON AT ANY TIME
DURING THE TWENTY-FOUR (24) MONTHS FOLLOWING THE INITIAL OCCURRENCE OF THE
CONDITION GIVING RISE TO GOOD REASON, WITH 30-DAYS PRIOR WRITTEN NOTICE OF SUCH
TERMINATION TO THE COMPANY. SUCH NOTICE SHALL PROVIDE FACTUAL DETAILS OF THE
BASIS BEHIND SUCH TERMINATION AND THE COMPANY SHALL HAVE A THIRTY (30) DAY
PERIOD THEREAFTER TO CURE SUCH MATTER. AS USED HEREIN, THE TERM "GOOD REASON"
SHALL MEAN: (A) A MATERIAL BREACH BY THE COMPANY OF THE TERMS OF THIS AGREEMENT,
INCLUDING THE FAILURE TO PAY BASE SALARY OR ANY ANNUAL BONUS WHEN DUE; OR (B)
ANY MATERIAL ADVERSE CHANGE BY THE COMPANY IN EXECUTIVE'S TITLES, AUTHORITIES,
DUTIES, RESPONSIBILITIES OR LINES OF REPORTING INCONSISTENT WITH THE TERMS
HEREOF OR THE ASSIGNMENT TO EXECUTIVE BY THE COMPANY OF TITLES, AUTHORITIES,
DUTIES,
RESPONSIBILITIES OR LINES OF REPORTING INCONSISTENT WITH THE TERMS HEREOF, OR
(C) A RELOCATION OF THE PRINCIPAL OFFICES OF THE COMPANY TO AN AREA MORE THAN
FORTY (40) MILES FROM THE LOCATION OF SUCH OFFICES AS OF THE DATE HEREOF.
4.5
AT THE ELECTION OF THE EXECUTIVE WITHOUT GOOD REASON, UPON NOT
LESS THAN SIXTY (60) CALENDAR DAYS PRIOR WRITTEN NOTICE OF TERMINATION BY THE
EXECUTIVE TO THE COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY MAY, IN ITS SOLE
DISCRETION, DETERMINE THAT THE TERMINATION OF THE EXECUTIVE SHALL BECOME
EFFECTIVE IMMEDIATELY AND IN WHICH CASE THE TERMINATION SHALL STILL BE
CONSIDERED AT THE ELECTION OF THE EXECUTIVE WITHOUT GOOD REASON.
4.6
AT THE ELECTION OF THE COMPANY, WITHOUT CAUSE, UPON NOT LESS