NOTICE OF TERMINATION HEREUNDER SHALL NOT BE EFFECTIVE, THE
EXECUTIVE'S EMPLOYMENT SHALL CONTINUE UNTIL OTHERWISE TERMINATED UNDER THIS
AGREEMENT, AND NO BENEFITS SHALL BE DUE UNDER THIS AGREEMENT WITH RESPECT TO
SUCH OCCURRENCE.
IF THE EMPLOYER FAILS TO CURE THE CONDITION GIVING RISE TO
CONSTRUCTIVE DISCHARGE WITHIN SUCH THIRTY (30) DAY PERIOD, THE EXECUTIVE SHALL
BE ENTITLED TO A LUMP SUM PAYMENT OF COMPENSATION AND BENEFITS AND CONTINUATION
OF ALL PLANS AND BENEFITS AS IF SUCH TERMINATION OF HIS EMPLOYMENT WAS PURSUANT
TO SUBPARAGRAPH (A)(I) OF THIS SECTION 5 TO BE PAID WITHIN THIRTY (30) DAYS OF
THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.
(I)
FOR PURPOSES OF THIS AGREEMENT, THE EXECUTIVE SHALL BE
"CONSTRUCTIVELY DISCHARGED" UPON THE OCCURRENCE OF ANY ONE OF THE FOLLOWING
EVENTS:
(A)
THE EXECUTIVE IS NOT RE-ELECTED OR IS REMOVED FROM THE POSITIONS
WITH THE EMPLOYER OR ANY AFFILIATE SET FORTH IN SECTION 1 HEREOF, OTHER THAN AS
A RESULT OF THE EXECUTIVE'S ELECTION OR APPOINTMENT TO POSITIONS OF EQUAL OR
SUPERIOR SCOPE AND RESPONSIBILITY; OR
(B)
THE EXECUTIVE SHALL FAIL TO BE VESTED BY THE EMPLOYER WITH THE
POWERS AND AUTHORITY OF HIS APPOINTED OFFICE; OR
(C)
THE EMPLOYER CHANGES THE PRIMARY EMPLOYMENT LOCATION OF THE
EXECUTIVE TO A PLACE THAT IS MORE THAN THIRTY (30) MILES FROM THE PRIMARY
EMPLOYMENT LOCATION AS OF THE EFFECTIVE DATE OF THIS AGREEMENT; OR
(D)
THE EMPLOYER OTHERWISE COMMITS A MATERIAL BREACH OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
(C)
TERMINATION FOR CAUSE.
THE EXECUTIVE'S EMPLOYMENT HEREUNDER MAY
BE TERMINATED FOR CAUSE (AS HEREINAFTER DEFINED).
"CAUSE" SHALL MEAN:
(I) THE
EXECUTIVE'S DEATH; (II) A MATERIAL VIOLATION BY THE EXECUTIVE OF ANY APPLICABLE
MATERIAL LAW OR REGULATION RESPECTING
6
THE BUSINESS OF THE EMPLOYER; (III) THE EXECUTIVE BEING FOUND GUILTY OF A FELONY
OR AN ACT OF DISHONESTY IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES AS AN
OFFICER OF THE EMPLOYER, OR WHICH DISQUALIFIES THE EXECUTIVE FROM SERVING AS AN
OFFICER OR DIRECTOR OF THE EMPLOYER; OR (IV) THE WILLFUL OR NEGLIGENT FAILURE OF
THE EXECUTIVE TO PERFORM HIS DUTIES HEREUNDER IN ANY MATERIAL RESPECT.
THE
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY FOR
ANY CAUSE EXCEPT UNDER (IV) ABOVE.
THE EXECUTIVE SHALL BE ENTITLED TO AT LEAST
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF THE EMPLOYER'S INTENTION TO TERMINATE
HIS EMPLOYMENT UNDER (IV) ABOVE, SPECIFYING THE GROUNDS FOR SUCH TERMINATION, A
REASONABLE OPPORTUNITY TO CURE ANY CONDUCT OR ACT, IF CURABLE, ALLEGED AS
GROUNDS FOR SUCH TERMINATION, AND A REASONABLE OPPORTUNITY TO PRESENT TO THE
BOARD HIS POSITION REGARDING ANY DISPUTE RELATING TO THE EXISTENCE OF SUCH
CAUSE.
UPON THE EXECUTIVE'S TERMINATION FOR CAUSE, THE EMPLOYER SHALL HAVE NO
OBLIGATIONS TO THE EXECUTIVE OTHER THAN PAYMENT, WITHIN THIRTY (30) DAYS, OF:
(A) SUCH BASE SALARY AND VACATION PAY (FOR UNUSED VACATION DAYS IN ACCORDANCE
WITH THE EMPLOYER'S POLICIES AND PRACTICES WITH RESPECT TO VACATION PAY) AS
SHALL HAVE ACCRUED AND REMAINS UNPAID THROUGH THE EFFECTIVE DATE OF THE
TERMINATION; (B) BONUSES PREVIOUSLY DETERMINED BY THE COMPENSATION