TERM, EXECUTIVE SHALL DEVOTE A MAJORITY OF
HIS TIME AND ATTENTION, REASONABLE VACATION TIME AND ABSENCES FOR SICKNESS
EXCEPTED, TO THE BUSINESS OF THE COMPANY, AS NECESSARY TO FULFILL HIS DUTIES.
EXECUTIVE SHALL PERFORM THE DUTIES ASSIGNED TO HIM WITH FIDELITY AND TO THE BEST
OF HIS ABILITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXECUTIVE MAY
ENGAGE IN OTHER ACTIVITIES SO LONG AS SUCH ACTIVITIES DO NOT UNREASONABLY
INTERFERE WITH EXECUTIVE'S PERFORMANCE OF HIS DUTIES HEREUNDER AND DO NOT
VIOLATE SECTION 9 HEREOF.
THE COMPANY RECOGNIZES THAT EXECUTIVE WILL BE
DEVOTING A SIGNIFICANT MINORITY OF HIS TIME TO THE ACTIVITIES SET FORTH ON
SCHEDULE A ATTACHED HERETO AND WILL BE COMPENSATED INDEPENDENTLY FOR SAME.
(C)
NOTHING CONTAINED IN THIS SECTION 6 OR ELSEWHERE IN THIS AGREEMENT
SHALL BE CONSTRUED TO PREVENT EXECUTIVE FROM INVESTING OR TRADING IN
NON-COMPETING INVESTMENTS AS HE SEES FIT FOR HIS OWN ACCOUNT, INCLUDING REAL
ESTATE, STOCKS, BONDS, SECURITIES, COMMODITIES OR OTHER FORMS OF INVESTMENTS.
SPECIFICALLY, THE COMPANY ACKNOWLEDGES THAT (I) THE EXECUTIVE HAS DISCLOSED
OWNERSHIP INTERESTS IN AND MANAGEMENT RESPONSIBILITIES FOR THE ENTITIES AND
ASSETS LISTED ON SCHEDULE A ATTACHED HERETO AND (II) NEITHER SUCH OWNERSHIP
INTERESTS NOR MANAGEMENT RESPONSIBILITIES AS THEY EXIST AS OF THE DATE HEREOF
SHALL, SUBJECT TO THE FIRST TWO SENTENCES OF SECTION 6(B), VIOLATE THIS SECTION
6 OR THE OTHER PROVISIONS OF THIS AGREEMENT.
7.
TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION.
(A)
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON THE FIRST TO
OCCUR OF THE FOLLOWING:
(I)
UPON THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO EXECUTIVE UPON THE
DETERMINATION BY THE GP BOARD THAT EXECUTIVE'S PERFORMANCE OF HIS DUTIES HAS NOT
BEEN FULLY SATISFACTORY FOR ANY REASON WHICH WOULD NOT CONSTITUTE "JUSTIFIABLE
CAUSE" (AS HEREINAFTER DEFINED);
(II)
UPON THREE (3) DAYS' PRIOR WRITTEN NOTICE TO EXECUTIVE UPON THE
DETERMINATION BY THE GP BOARD THAT THERE IS JUSTIFIABLE CAUSE FOR SUCH
TERMINATION;
(III)
AUTOMATICALLY AND WITHOUT NOTICE UPON THE DEATH OF EXECUTIVE;
(IV)
IN ACCORDANCE WITH THE TERMS OF SUBSECTION (D) HEREOF UPON THE
"DISABILITY" (AS HEREINAFTER DEFINED) OF EXECUTIVE;
(V)
UPON WRITTEN NOTICE BY THE EXECUTIVE TO THE COMPANY OF A
TERMINATION FOR GOOD REASON (AS HEREINAFTER DEFINED) WITHIN NINETY (90) DAYS
AFTER THE EVENT THAT CONSTITUTES GOOD REASON; OR
(VI)
UPON 30 DAYS' PRIOR WRITTEN NOTICE BY EXECUTIVE TO THE COMPANY OF
THE EXECUTIVE'S VOLUNTARY TERMINATION OF EMPLOYMENT WITHOUT GOOD REASON.
(B)
FOR THE PURPOSES OF THIS AGREEMENT, THE TERM:
(I)
"DISABILITY" SHALL MEAN THE INABILITY OF EXECUTIVE, DUE TO
ILLNESS, ACCIDENT OR ANY OTHER PHYSICAL OR MENTAL INCAPACITY, SUBSTANTIALLY TO
PERFORM THE MATERIAL FUNCTIONS OF HIS DUTIES FOR A PERIOD OF SIX (6) CONSECUTIVE
MONTHS OR FOR A TOTAL OF EIGHT (8) MONTHS (WHETHER OR NOT CONSECUTIVE) IN ANY
TWELVE (12) MONTH PERIOD DURING THE TERM OF THIS AGREEMENT, AS REASONABLY
DETERMINED BY THE GP BOARD, IN GOOD FAITH, AFTER EXAMINATION OF EXECUTIVE BY AN
INDEPENDENT PHYSICIAN REASONABLY ACCEPTABLE TO EXECUTIVE.
3
(II)
"CHANGE OF CONTROL" SHALL MEAN (A) THE OCCURRENCE OF ANY
TRANSACTION THE RESULT OF WHICH