PROVIDES WRITTEN NOTICE OF SUCH BREACH OR ACTION TO THE EXECUTIVE,
SPECIFICALLY IDENTIFYING THE MANNER IN WHICH THE BOARD BELIEVES THAT EXECUTIVE
HAS BREACHED THIS AGREEMENT OR ACTED IN ACCORDANCE WITH SUBCLAUSE (I), AND
EXECUTIVE SHALL HAVE THE OPPORTUNITY TO CURE SUCH BREACH OR ACTION TO THE
REASONABLE SATISFACTION OF THE BOARD WITHIN THIRTY (30) DAYS FOLLOWING THE
DELIVERY OF SUCH NOTICE, UNLESS SUCH BREACH OR ACTION IS INCAPABLE OF CURE.
FOR
PURPOSE OF THIS PARAGRAPH, NO ACT OR FAILURE TO ACT BY EXECUTIVE SHALL BE
CONSIDERED "WILLFUL" IF SUCH ACT OR FAILURE TO ACT WAS IN GOOD FAITH AND WITH
THE REASONABLE BELIEF THAT THE ACT OR OMISSION WAS IN THE BEST INTERESTS OF THE
COMPANY, OR OCCURRED AT THE DIRECTION OF THE BOARD.
(B)
DISABILITY.
"DISABILITY" SHALL MEAN THAT EXECUTIVE HAS BEEN UNABLE TO
PERFORM HIS DUTIES AS AN EMPLOYEE AS THE RESULT OF HIS INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS FOR A CONTINUOUS PERIOD OF NOT LESS THAN ONE MONTH OR
A CUMULATIVE PERIOD OF NOT LESS THAN EIGHT WEEKS WITHIN ANY 12-MONTH PERIOD, AND
SUCH INABILITY, AT LEAST 26 WEEKS AFTER ITS COMMENCEMENT, IS DETERMINED TO BE
TOTAL AND PERMANENT BY A PHYSICIAN SELECTED BY THE COMPANY'S INSURERS.
TERMINATION RESULTING FROM DISABILITY MAY ONLY BE EFFECTED AFTER AT LEAST SIXTY
(60) DAYS WRITTEN NOTICE BY THE COMPANY INFORMING EXECUTIVE OF ITS INTENTION TO
TERMINATE EXECUTIVE'S EMPLOYMENT AND THE DATE UPON WHICH SUCH TERMINATION SHALL
OCCUR.
IN THE EVENT THAT EXECUTIVE RESUMES THE PERFORMANCE OF SUBSTANTIALLY ALL
OF HIS DUTIES HEREUNDER BEFORE THE TERMINATION OF HIS EMPLOYMENT BECOMES
EFFECTIVE, THE NOTICE OF INTENT TO TERMINATE AUTOMATICALLY SHALL BE DEEMED TO
HAVE BEEN REVOKED.
(C)
TERMINATION DATE.
"TERMINATION DATE" SHALL MEAN (I) IF THIS AGREEMENT IS
TERMINATED ON ACCOUNT OF DEATH, THE DATE OF DEATH; (II) IF THIS AGREEMENT IS
TERMINATED FOR DISABILITY, THE DATE SPECIFIED IN SECTION 7(B); (III) IF THIS
AGREEMENT IS TERMINATED BY THE COMPANY, THE DATE ON WHICH SUCH TERMINATION
OCCURS AS SET FORTH IN A NOTICE OF TERMINATION GIVEN TO EXECUTIVE BY THE COMPANY
IN ACCORDANCE WITH SECTIONS 6(A) AND 12(A); (IV) IF THE AGREEMENT IS TERMINATED
BY EXECUTIVE, THE DATE INDICATED IN A NOTICE OF TERMINATION GIVEN TO THE COMPANY
BY EXECUTIVE IN ACCORDANCE WITH SECTIONS 6(A) AND 12(A); OR (V) IF THIS
AGREEMENT EXPIRES BY ITS TERMS, THEN THE LAST DAY OF THE TERM OF THIS AGREEMENT.
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(D)
CONSTRUCTIVE TERMINATION.
A "CONSTRUCTIVE TERMINATION" SHALL BE DEEMED TO
OCCUR IF (1) EXECUTIVE GIVES THE COMPANY WRITTEN NOTICE OF THE EXISTENCE OF ONE
OF THE EVENTS ARISING WITHOUT EXECUTIVE'S CONSENT LISTED IN CLAUSES (I) THROUGH
(V), BELOW, WITHIN THIRTY (30) DAYS OF THE INITIAL EXISTENCE OF SUCH EVENT;
(2) THE COMPANY HAS FAILED TO CURE SUCH EVENT WITHIN THIRTY (30) DAYS FOLLOWING
THE DATE SUCH NOTICE IS GIVEN; AND (3) EXECUTIVE ELECTS TO VOLUNTARILY TERMINATE
EMPLOYMENT WITHIN THE NINETY (90) DAY PERIOD IMMEDIATELY FOLLOWING SUCH EVENT.
THE EVENTS INCLUDE: (I) A MATERIAL REDUCTION IN EXECUTIVE'S AUTHORITY, DUTIES,
AND RESPONSIBILITIES; OR