IN ANY SUCH INSURANCE POLICY. HOWEVER, EMPLOYEE AGREES THAT HE SHALL,
AT COMPANY'S REQUEST, SUBMIT TO SUCH MEDICAL EXAMINATIONS, SUPPLY SUCH
INFORMATION, AND EXECUTE SUCH DOCUMENTS AS MAY BE REQUESTED BY THE INSURING
COMPANIES.
8.
TERMINATION OF EMPLOYMENT.
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
4
Company's Board of Directors shall not be considered as periods of absence from
employment);
(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