TURPITUDE TO THE EXTENT
THAT HIS CREDITABILITY AND REPUTATION NO LONGER CONFORMS TO THE STANDARD OF
SENIOR EXECUTIVE OFFICERS OF THE COMPANY (IV) THE EXECUTIVE'S CONVICTION OF, OR
PLEA OF GUILTY OR NOLO CONTENDERE TO, A FELONY, (V) THE EXECUTIVE'S MATERIAL
BREACH OF A MATERIAL WRITTEN POLICY OF THE COMPANY, (VI) THE EXECUTIVE'S FAILURE
TO REASONABLY COOPERATE WITH ANY AUDIT OR INVESTIGATION INVOLVING THE COMPANY OR
ITS BUSINESS PRACTICES; OR (VII) THE EXECUTIVE'S MATERIAL BREACH OF THIS
AGREEMENT.
THE BOARD MUST GIVE THE EXECUTIVE AT LEAST THIRTY (30) DAYS WRITTEN
NOTICE OF ITS INTENT TO TERMINATE HIM FOR CAUSE, SPECIFYING THE ACT(S) OR
OMISSION(S) ALLEGED TO JUSTIFY THE FOR CAUSE TERMINATION, AND AN OPPORTUNITY TO
CURE SUCH ACT(S) OR OMISSION(S), WHERE FEASIBLE, WITHIN THE THIRTY (30) DAY
PERIOD.
IN ADDITION, THE EXECUTIVE'S EMPLOYMENT WILL BE DEEMED TO HAVE
TERMINATED FOR CAUSE IF, AFTER THE EXECUTIVE'S EMPLOYMENT HAS TERMINATED, FACTS
AND CIRCUMSTANCES ARE DISCOVERED THAT WOULD HAVE JUSTIFIED A TERMINATION FOR
CAUSE.
FOR PURPOSES OF THIS AGREEMENT, NO ACT OR FAILURE TO ACT ON THE
EXECUTIVE'S PART WILL BE CONSIDERED "KNOWING" OR "WILLFUL" UNLESS IT IS DONE, OR
OMITTED TO BE DONE, BY HIM IN BAD FAITH OR WITHOUT REASONABLE BELIEF THAT HIS
ACTION OR OMISSION WAS IN THE BEST INTERESTS OF THE COMPANY.
ANY ACT, OR
FAILURE TO ACT, BASED UPON AUTHORITY GIVEN PURSUANT TO A RESOLUTION DULY OF THE
BOARD OR BASED UPON THE ADVICE OF COUNSEL FOR THE COMPANY WILL BE CONCLUSIVELY
PRESUMED TO BE DONE, OR OMITTED TO BE DONE, IN GOOD FAITH AND IN THE BEST
INTERESTS OF THE COMPANY.
IN NO EVENT WILL A TERMINATION BE DEEMED TO OCCUR FOR
"CAUSE" UNLESS SUCH TERMINATION OCCURS WITHIN 90 DAYS AFTER THE BOARD BECOMES
AWARE OF THE CIRCUMSTANCE OR EVENT GIVING RISE THERETO.
(G)
TIMING OF PAYMENTS.
ALL PAYMENTS DESCRIBED ABOVE WILL BE MADE IN
A LUMP SUM CASH PAYMENT AS SOON AS PRACTICABLE (BUT IN NO EVENT MORE THAN 10
DAYS) FOLLOWING THE EXECUTIVE'S TERMINATION OF EMPLOYMENT OR IN THE CASE OF THE
PORTION OF ANY PAYMENT ATTRIBUTABLE TO THE ANNUAL BONUS PURSUANT TO PARAGRAPH
5(D)(I) WITHIN 10 DAYS AFTER THE ANNUAL BONUS IS DETERMINED; PROVIDED THAT THE
PORTION PAYMENTS PURSUANT TO PARAGRAPH 5(D)(I) THAT ARE ATTRIBUTABLE TO SALARY
WILL BE PAID IN EQUAL INSTALLMENTS DURING THE 24 MONTH PERIOD AFTER TERMINATION
IN ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL PRACTICES.
(H)
REMOVAL FROM ANY BOARDS AND POSITIONS.
IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR ANY REASON UNDER THIS AGREEMENT, THIS AGREEMENT
WILL CONSTITUTE HIS RESIGNATION FROM (I) IF A MEMBER, THE BOARD OR BOARD OF
DIRECTORS OF ANY AFFILIATE OR ANY OTHER BOARD TO WHICH HE HAS BEEN APPOINTED OR
NOMINATED BY OR ON BEHALF OF THE COMPANY, (II) ANY POSITION WITH THE COMPANY OR
ANY AFFILIATE, INCLUDING, BUT NOT LIMITED TO, AS AN OFFICER OF THE COMPANY OR
ANY OF ITS AFFILIATES, AND (III) ANY FIDUCIARY POSITIONS WITH RESPECT TO THE
COMPANY'S BENEFIT PLANS.
6
6.
CHANGE IN CONTROL.
(A)
PAYMENTS AND BENEFITS UPON