THE COMPANY FOR "CAUSE" (AS HEREINAFTER DEFINED) OR IF THE
EMPLOYEE RESIGNS FROM HIS EMPLOYMENT HEREUNDER, THE EMPLOYEE SHALL BE ENTITLED
TO PAYMENT OF (A) HIS SALARY ACCRUED UP TO AND INCLUDING THE DATE OF TERMINATION
OR RESIGNATION, AND (B) ANY UNREIMBURSED EXPENSES.
EXCEPT TO THE EXTENT
REQUIRED BY THE TERMS OF THE BENEFITS PROVIDED UNDER SECTION 3(E) OR APPLICABLE
LAW, THE EMPLOYEE SHALL HAVE NO RIGHT UNDER THIS AGREEMENT OR OTHERWISE TO
RECEIVE ANY OTHER COMPENSATION OR TO PARTICIPATE IN ANY OTHER PLAN, PROGRAM OR
ARRANGEMENT AFTER SUCH TERMINATION OR RESIGNATION OF EMPLOYMENT WITH RESPECT TO
THE YEAR OF SUCH TERMINATION OR RESIGNATION AND LATER YEARS.
(II)
TERMINATION FOR "CAUSE" SHALL MEAN A
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY BECAUSE OF (A) A PLEA
OF GUILTY OR NOLO CONTENDERE TO, OR CONVICTION FOR, THE COMMISSION OF A FELONY
OFFENSE BY THE EMPLOYEE; (B) THE INVOLVEMENT BY THE EMPLOYEE AS A PARTY TO ANY
LITIGATION OR REGULATORY PROCEEDING OR IN ANY OTHER CIRCUMSTANCE KNOWN TO THE
GENERAL PUBLIC THAT, IN THE GOOD FAITH DETERMINATION OF THE BOARD, IS REASONABLY
CERTAIN TO SUBJECT THE EMPLOYEE, THE COMPANY OR ITS AFFILIATES TO DISREPUTE,
RIDICULE, CONTEMPT OR SCANDAL OR THAT IS REASONABLY CERTAIN TO REFLECT
UNFAVORABLY UPON THE REPUTATION OF THE EMPLOYEE, THE COMPANY OR ITS AFFILIATES
OR THE COMPANY'S PRODUCTS OR TECHNOLOGIES; (C) THE WILLFUL AND CONTINUED FAILURE
TO PERFORM IN ANY MATERIAL RESPECT THE EMPLOYEE'S DUTIES; (D) AN INTENTIONAL ACT
OF FRAUD, EMBEZZLEMENT, THEFT OR A MATERIAL AND DISHONEST ACT AGAINST THE
COMPANY OR ITS AFFILIATES; OR (E) A MATERIAL BREACH BY THE EMPLOYEE OF THE TERMS
AND PROVISIONS OF THE AGREEMENT.
(III)
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT FOR
CAUSE SHALL BE COMMUNICATED BY DELIVERY TO THE EMPLOYEE OF A WRITTEN NOTICE FROM
THE COMPANY STATING THAT THE EMPLOYEE WILL BE TERMINATED FOR CAUSE, SPECIFYING
THE PARTICULARS THEREOF AND THE EFFECTIVE DATE OF SUCH TERMINATION.
IN THE
CASES OF SECTIONS 4(A)(II)(B), 4(A)(II)(C) AND 4(A)(II)(E), THE EMPLOYEE SHALL
HAVE THIRTY (30) BUSINESS DAYS FROM THE DATE OF RECEIPT OF SUCH NOTICE TO EFFECT
A CURE OF THE ACTIONS CONSTITUTING CAUSE, OR TO EFFECT A CURE OF THE ADVERSE
EFFECT SUCH ACTIONS.
UPON CURE OR CORRECTION THEREOF BY THE EMPLOYEE TO THE
REASONABLE SATISFACTION OF THE COMPANY, THE ACTION SHALL NO LONGER CONSTITUTE
CAUSE FOR PURPOSES OF THIS AGREEMENT.
THE DATE OF A RESIGNATION BY THE EMPLOYEE
SHALL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF RESIGNATION FROM THE EMPLOYEE
TO THE COMPANY.
THE EMPLOYEE SHALL PROVIDE AT LEAST 90 DAYS' ADVANCE WRITTEN
NOTICE OF HIS RESIGNATION.
3
(B)
TERMINATION WITHOUT CAUSE.
(I)
IF, PRIOR TO OR AT ANY TIME FOLLOWING
THE EXPIRATION OF THE TERM, THE COMPANY TERMINATES THE EMPLOYEE'S EMPLOYMENT FOR
ANY REASON OTHER THAN DISABILITY OR CAUSE (SUCH TERMINATION OR RESIGNATION BEING
HEREINAFTER REFERRED TO AS A "TERMINATION WITHOUT CAUSE"), THE EMPLOYEE SHALL BE
ENTITLED TO (A) PAYMENT OF HIS SALARY ACCRUED UP TO AND INCLUDING THE DATE OF
SUCH TERMINATION WITHOUT CAUSE, (B) PAYMENT OF