AVAILABLE TO ATTEND DEPOSITIONS, COURT PROCEEDINGS,
CONSULTATIONS OR MEETINGS REGARDING INVESTIGATIONS, LITIGATION OR POTENTIAL
LITIGATION AS REQUESTED BY THE CORPORATION.
WITH RESPECT TO THE ONE (1) YEAR
PERIOD FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT, THE COMPANY ACKNOWLEDGES
THAT THESE COOPERATION OBLIGATIONS, IF EXERCISED, WILL IMPOSE ON YOUR TIME AND
COULD LIKELY INTERFERE WITH OTHER COMMITMENTS YOU MAY HAVE IN THE FUTURE.
CONSEQUENTLY, THE COMPANY SHALL ATTEMPT TO SCHEDULE SUCH DEPOSITIONS, COURT
PROCEEDINGS, CONSULTATIONS OR MEETINGS IN COORDINATION WITH YOUR SCHEDULE AND TO
ALLOW YOU TO PARTICIPATE TELEPHONICALLY AS APPROPRIATE BUT YOU RECOGNIZE THAT
SCHEDULING OF CERTAIN COURT PROCEEDINGS, INCLUDING DEPOSITIONS AND TRIALS, MAY
BE BEYOND THE COMPANY'S CONTROL AND THAT FOR SOME MATTERS OR PROCEEDINGS YOUR
PHYSICAL PRESENCE MAY BE REQUIRED.
THE COMPANY AGREES TO REIMBURSE YOU FOR THE
OUT-OF-POCKET EXPENDITURES ACTUALLY AND REASONABLY INCURRED BY YOU IN CONNECTION
WITH THE PERFORMANCE OF SERVICES CONTEMPLATED BY THIS ARTICLE 5.1, INCLUDING
HOTEL ACCOMMODATIONS, COACH AIRFARE, TRANSPORTATION AND MEALS CONSISTENT WITH
THE COMPANY'S GENERALLY APPLICABLE EXPENSE REIMBURSEMENT POLICIES.
IT IS
EXPRESSLY UNDERSTOOD BY THE PARTIES THAT THE PAYMENT OR REIMBURSEMENT OF
EXPENSES BY THE COMPANY TO YOU UNDER THIS ARTICLE 5.1 SHALL BE AN EXCHANGE FOR
YOUR TIME AND IS NOT INTENDED OR UNDERSTOOD TO BE DEPENDENT UPON THE CHARACTER
OR CONTENT OF ANY INFORMATION YOU DISCLOSE IN GOOD FAITH IN ANY SUCH
PROCEEDINGS, MEETINGS OR CONSULTATIONS.
ARTICLE 6
DEFINITIONS
6.1
"CAUSE" SHALL MEAN (I) ANY FRAUD, MISAPPROPRIATION OR EMBEZZLEMENT
BY EXECUTIVE IN CONNECTION WITH THE BUSINESS OF THE CORPORATION AND ITS
SUBSIDIARIES AND AFFILIATES (SUCH ENTITIES TOGETHER WITH THE CORPORATION
COLLECTIVELY REFERRED TO AS THE "COMPANY"), (II) ANY CONVICTION OF (INCLUDING
ANY PLEA OF GUILTY OR NO CONTEST TO) A FELONY OR A GROSS MISDEMEANOR BY
2
EXECUTIVE, (III) ANY GROSS NEGLECT OR PERSISTENT NEGLECT BY EXECUTIVE TO PERFORM
THE DUTIES ASSIGNED TO EXECUTIVE OR ANY OTHER ACT THAT CAN BE REASONABLY
EXPECTED TO CAUSE SUBSTANTIAL ECONOMIC OR REPUTATIONAL INJURY TO THE COMPANY
(IV) ANY MATERIAL BREACH OF ARTICLES 5, 7 OR 8 OF THIS AGREEMENT; OR (V) ANY
MATERIAL VIOLATION OF THE COMPANY'S WRITTEN POLICIES, PROCEDURES OR CODES OF
CONDUCT.
PROVIDED FURTHER THAT IN CONNECTION WITH CLAUSES (III) - (V),
EXECUTIVE SHALL FIRST HAVE RECEIVED A WRITTEN NOTICE FROM THE CORPORATION'S
CHIEF EXECUTIVE OFFICER OR THE BOARD OF DIRECTORS THAT SUMMARIZES AND REASONABLY
DESCRIBES THE MANNER IN WHICH EXECUTIVE HAS PERSISTENTLY NEGLECTED HIS DUTIES,
ENGAGED IN AN ACT REASONABLY EXPECTED TO CAUSE SUBSTANTIAL HARM, MATERIALLY
BREACHED ARTICLES 5, 7 OR 8 OF THE AGREEMENT, OR MATERIALLY VIOLATED A COMPANY
POLICY, PROCEDURE OR CODE OF CONDUCT (THE "EVENT") AND, TO THE EXTENT THE EVENT
IS CAPABLE OF BEING CURED, EXECUTIVE SHALL HAVE FOURTEEN (14) DAYS TO CURE THE
SAME, BUT THE CORPORATION IS NOT REQUIRED TO GIVE WRITTEN NOTICE OF NOR SHALL
EXECUTIVE HAVE A PERIOD TO CURE THE SAME OR ANY SIMILAR FAILURE WHICH WAS THE
SUBJECT OF AN EARLIER WRITTEN NOTICE TO EXECUTIVE UNDER THIS ARTICLE 6.1.
6.2
"CONFIDENTIAL INFORMATION" MEANS ANY INFORMATION THAT IS NOT
GENERALLY KNOWN