(AS DEFINED BELOW).
IN THE EVENT OF TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT FOR ANY REASON, AT THE COMPANY'S REQUEST, THE EXECUTIVE SHALL RESIGN
FROM THE BOARD AND THE BOARD OF DIRECTORS OF ANY COMPANY SUBSIDIARIES.
(B)
TERMINATION DUE TO DEATH OR DISABILITY.
THE EXECUTIVE'S
EMPLOYMENT SHALL TERMINATE UPON HIS DEATH, OR IN THE EVENT OF A DISABILITY, UPON
DELIVERY OF WRITTEN NOTICE TO THE EXECUTIVE OF SUCH TERMINATION BY REASON OF THE
EXECUTIVE'S DISABILITY.
UPON SUCH EVENT, THE EXECUTIVE, OR EXECUTIVE'S ESTATE,
AS APPLICABLE, SHALL BE ENTITLED TO RECEIVE THE AMOUNTS SPECIFIED IN SECTION
6(F) BELOW.
THE BOARD'S REASONED AND GOOD FAITH JUDGMENT OF DISABILITY SHALL BE
FINAL, BINDING AND CONCLUSIVE AND SHALL BE BASED ON SUCH COMPETENT MEDICAL
EVIDENCE AS SHALL BE PRESENTED TO IT BY EXECUTIVE AND/OR BY ANY PHYSICIAN OR
GROUP OF PHYSICIANS OR OTHER COMPETENT MEDICAL EXPERT EMPLOYED BY EXECUTIVE OR
THE COMPANY TO ADVISE THE BOARD.
(C)
TERMINATION BY THE COMPANY WITH OR WITHOUT CAUSE.
THE COMPANY MAY
TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL BE EFFECTIVE UPON
DELIVERY OF WRITTEN NOTICE OF SUCH TERMINATION.
FOR PURPOSES OF THIS AGREEMENT,
"CAUSE" SHALL MEAN: (I) THE EXECUTIVE'S FAILURE, NEGLECT OR REFUSAL (EXCEPT
WHERE DUE TO A DISABILITY) TO PERFORM HIS DUTIES HEREUNDER WHICH FAILURE,
NEGLECT OR REFUSAL SHALL NOT HAVE BEEN CORRECTED BY THE EXECUTIVE WITHIN 10
BUSINESS DAYS OF RECEIPT BY THE EXECUTIVE OF WRITTEN NOTICE FROM THE COMPANY OF
SUCH FAILURE, NEGLECT OR REFUSAL, WHICH NOTICE SHALL WITH REASONABLE SPECIFICITY
SET FORTH THE NATURE OF SAID FAILURE, NEGLECT OR REFUSAL; (II) ANY WILLFUL OR
INTENTIONAL ACT OF THE EXECUTIVE THAT HAS THE EFFECT OF INJURING THE REPUTATION
OR BUSINESS OF THE COMPANY OR ITS AFFILIATES IN ANY MATERIAL RESPECT; (III) THE
EXECUTIVE'S USE OF ILLEGAL DRUGS OR REPEATED DRUNKENNESS BY THE EXECUTIVE ON
COMPANY PROPERTY; (IV) CONVICTION OF, OR PLEA OF GUILTY OR NOLO CONTENDERE TO,
THE COMMISSION OF A FELONY BY THE EXECUTIVE; (V) THE COMMISSION BY THE EXECUTIVE
OF AN ACT OF FRAUD OR EMBEZZLEMENT AGAINST THE COMPANY; OR (VI) THE EXECUTIVE'S
BREACH OF ANY OF THE COVENANTS PROVIDED IN SECTION 7 HEREOF.
(D)
TERMINATION BY THE EXECUTIVE FOR GOOD REASON.
THE EXECUTIVE MAY
TERMINATE HIS EMPLOYMENT WITH THE COMPANY FOR GOOD REASON UPON THIRTY (30) DAYS
WRITTEN NOTICE, WHICH NOTICE SHALL SPECIFICALLY SET FORTH THE NATURE OF SUCH
GOOD REASON.
THE TERM "GOOD REASON" SHALL MEAN (I) THE SUBSTANTIAL AND MATERIAL
DIMINUTION IN THE EXECUTIVE'S STATUS, DUTIES, OR RESPONSIBILITIES THEN IN
EFFECT; (II) WITHOUT THE EXECUTIVE'S CONSENT, THE RELOCATION OF THE EXECUTIVE'S
PRINCIPAL OFFICE LOCATION MORE THAN FIFTY (50) MILES FROM ITS CURRENT LOCATION
IN BOCA RATON, FLORIDA; (III) ANY MATERIAL BREACH OF THIS AGREEMENT; OR (IV) THE
FAILURE OF ANY SUCCESSOR TO ASSUME THIS AGREEMENT AS REQUIRED UNDER
SECTION
11(A) HEREOF.
NOTWITHSTANDING THE OCCURRENCE OF ANY SUCH EVENT OR CIRCUMSTANCE
ABOVE, SUCH OCCURRENCE SHALL NOT BE DEEMED TO CONSTITUTE GOOD REASON HEREUNDER
IF, WITHIN THE THIRTY-DAY NOTICE PERIOD, THE