OF CONTROLLED
SUBSTANCES; OR (E) THE COMMISSION OF AN ACT BY EMPLOYEE INVOLVING GROSS
NEGLIGENCE OR MORAL TURPITUDE THAT BRINGS THE COMPANY OR ANY OF ITS AFFILIATES
INTO PUBLIC DISREPUTE OR DISGRACE OR CAUSES MATERIAL HARM TO THE CUSTOMER
RELATIONS, OPERATIONS OR BUSINESS PROSPECTS OF THE COMPANY OR ANY OF ITS
AFFILIATES.
In the event of the termination of Employee's employment for Cause under this
Section 6(a), Employee shall be entitled only to the Base Salary earned through
the date of termination.
(B)
TERMINATION WITHOUT CAUSE.
THE COMPANY SHALL HAVE THE RIGHT TO
TERMINATE EMPLOYEE'S EMPLOYMENT AT ANY TIME AND FOR ANY REASON SUBJECT TO THE
PROVISIONS OF THIS SECTION 6(B).
IN THE EVENT THAT THE COMPANY SHALL TERMINATE
EMPLOYEE'S EMPLOYMENT FOR ANY REASON OTHER THAN AS PROVIDED IN SECTION 6(A), THE
COMPANY SHALL AS ITS SOLE OBLIGATION HEREUNDER CONTINUE TO PAY TO EMPLOYEE HIS
TOTAL COMPENSATION, SUBJECT TO APPLICABLE FEDERAL AND STATE INCOME AND SOCIAL
SECURITY TAX WITHHOLDING REQUIREMENTS AND IN ACCORDANCE WITH THE COMPANY'S
CUSTOMARY PAYROLL PRACTICES, AND SHALL CONTINUE EMPLOYEE'S HEALTH, MEDICAL AND
DENTAL INSURANCE AND OTHER BENEFITS ON THE SAME BASIS AS IN EFFECT AT THE TIME
OF TERMINATION, IN EACH CASE DURING THE TWELVE MONTH PERIOD FOLLOWING
TERMINATION.
IN ADDITION, EMPLOYEE SHALL RECEIVE COMPENSATION FOR TWO YEARS FOR
EMPLOYEE'S COVENANT NOT TO COMPETE WITH THE COMPANY AS PROVIDED IN
SECTION 9(F) BELOW.
(C)
TERMINATION BY EMPLOYEE FOR GOOD REASON.
EMPLOYEE SHALL HAVE THE
RIGHT TO TERMINATE HIS EMPLOYMENT HEREUNDER FOR GOOD REASON.
FOR PURPOSES OF
THIS AGREEMENT, "GOOD REASON" SHALL MEAN, WITHOUT EMPLOYEE'S EXPRESS WRITTEN
CONSENT, THE OCCURRENCE OF ANY OF THE FOLLOWING CIRCUMSTANCES UNLESS SUCH
CIRCUMSTANCES ARE FULLY CORRECTED WITHIN THIRTY DAYS AFTER EMPLOYEE NOTIFIES THE
COMPANY IN WRITING OF THE EXISTENCE OF SUCH CIRCUMSTANCES AS HEREINAFTER
PROVIDED:
(I)
THE ASSIGNMENT TO EMPLOYEE OF ANY DUTIES, FUNCTIONS OR
RESPONSIBILITIES OTHER THAN THOSE CONTEMPLATED BY SECTION 3 HEREOF OR MATERIALLY
INCONSISTENT WITH THE POSITION WITH THE COMPANY THAT EMPLOYEE HELD IMMEDIATELY
PRIOR TO THE ASSIGNMENT OF SUCH DUTIES OR RESPONSIBILITIES OR ANY ADVERSE
ALTERATION IN THE NATURE OR STATUS OF EMPLOYEE'S RESPONSIBILITIES OR THE
CONDITION OF EMPLOYEE'S EMPLOYMENT FROM THOSE CONTEMPLATED IN SECTION 3 HEREOF;
(II)
A MATERIAL REDUCTION BY THE COMPANY IN EMPLOYEE'S TOTAL
COMPENSATION AS IN EFFECT ON THE DATE HEREOF OR AS IT MAY BE INCREASED FROM TIME
TO TIME, EXCEPT FOR ACROSS-THE-BOARD SALARY REDUCTIONS SIMILARLY AFFECTING ALL
MANAGEMENT PERSONNEL OF THE COMPANY;
4
(III)
THE RELOCATION OF THE COMPANY'S HEADQUARTERS TO A LOCATION MORE
THAN FIFTY MILES FROM ITS CURRENT LOCATION IN COLUMBIA, SOUTH CAROLINA, OR THE
COMPANY'S REQUIRING EMPLOYEE TO BE BASED ANYWHERE OTHER THAN THE COMPANY'S
OFFICES AT SUCH LOCATION, EXCEPT FOR REQUIRED TRAVEL ON COMPANY BUSINESS;
(IV)
THE FAILURE BY THE COMPANY TO PAY EMPLOYEE ANY PORTION OF
EMPLOYEE'S COMPENSATION WITHIN THE TIME GUIDELINES ESTABLISHED PURSUANT TO
STANDARD COMPANY POLICIES, OR ANY OTHER MATERIAL BREACH BY THE COMPANY OF ANY
OTHER MATERIAL PROVISION OF THIS AGREEMENT; OR
(V)
THE GIVING OF NOTICE BY THE COMPANY OF NON-RENEWAL