CONTRACT,
THE FULL AMOUNT OF THE PROCEEDS PAYABLE UNDER ANY SUCH POLICY WILL BE RECEIVABLE
SOLELY BY COMPANY.
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
3
COMPANY'S FISCAL YEARS (EXCEPT THAT ANY VACATION PERIODS, TRAVEL ON COMPANY
BUSINESS, OR LEAVES OF ABSENCE SPECIFICALLY GRANTED BY 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 EXHIBIT "A" 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:
(A) 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); AND (B) THE
FULL AMOUNT OF THE PERFORMANCE BONUS REFERRED TO IN PARAGRAPH 4.B. ABOVE WHICH
WOULD HAVE BEEN RECEIVED BY EMPLOYEE DURING THE REMAINDER OF THE TERM OF THIS
CONTRACT IF SUCH TERMINATION HAD NOT OCCURRED.
(A)
INCLUDED WITHIN THE DEFINITION OF A TERMINATION OF EMPLOYEE OTHER THAN "FOR
CAUSE" WILL BE A "CHANGE IN CONTROL OF COMPANY."
FOR PURPOSES OF THIS CONTRACT,
THE TERM "CHANGE IN CONTROL OF COMPANY" WILL MEAN:
(I)
THE CONSUMMATION OF ANY CONSOLIDATION OR MERGER OF COMPANY INTO OR WITH
ANOTHER CORPORATION OR OTHER LEGAL PERSON, AND AS A RESULT OF SUCH CONSOLIDATION
OR MERGER LESS THAN A MAJORITY OF THE COMBINED VOTING POWER
4
OF THE THEN-OUTSTANDING SECURITIES OF SUCH CORPORATION OR PERSON