THE LESSER OF (A) TWELVE (12) MONTHS OF BASE SALARY OR (B)
BASE SALARY FOR THE REMAINDER OF THE TERM HEREOF; AND (V) ANY UNREIMBURSED
BUSINESS EXPENSES.
IN ADDITION, (X) THE COMPANY SHALL CONTINUE THE BENEFITS
CONTEMPLATED BY SECTION 4(H) FOR THE PERIOD CONTEMPLATED THEREIN, AND (Y)
SUBJECT TO ANY EMPLOYEE CONTRIBUTION APPLICABLE TO ACTIVE EMPLOYEES AND THEIR
DEPENDENTS GENERALLY, FOR THE TWELVE (12) MONTH PERIOD FOLLOWING TERMINATION,
THE COMPANY SHALL CONTINUE TO CONTRIBUTE TO THE PREMIUM COST OF COVERAGE FOR THE
EXECUTIVE AND THE EXECUTIVE'S DEPENDENTS UNDER THE COMPANY'S MEDICAL AND DENTAL
PLANS PROVIDED THAT A TIMELY COBRA ELECTION IS MADE.
THE PAYMENTS REFERRED TO
IN CLAUSES (I), (II) AND (V) ABOVE SHALL BE PAYABLE IN A LUMP-SUM WITHIN THIRTY
(30) DAYS AFTER THE DATE OF TERMINATION.
THE COMPANY'S PAYMENTS UNDER CLAUSES
(III) AND (IV) ABOVE, AS WELL AS THE CONTINUED CONTRIBUTION TOWARD MEDICAL AND
DENTAL PREMIUMS, ARE EXPRESSLY CONDITIONED UPON THE EXECUTIVE (OR THE
EXECUTIVE'S DULY APPOINTED GUARDIAN, IF ANY) EXECUTING AND DELIVERING TO THE
COMPANY A TIMELY AND EFFECTIVE SEPARATION AGREEMENT.
PAYMENT UNDER CLAUSES
(III) AND (IV) WILL BE MADE WITHIN THIRTY (30) DAYS AFTER THE COMPANY'S RECEIPT
OF THE SEPARATION AGREEMENT.
OTHER THAN AS SET FORTH IN THIS CLAUSE (B), THE
COMPANY SHALL HAVE NO FURTHER OBLIGATION TO THE EXECUTIVE.
(C)
BY THE COMPANY FOR CAUSE.
THE COMPANY MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE AT ANY TIME UPON NOTICE TO THE
EXECUTIVE SETTING FORTH IN REASONABLE DETAIL THE NATURE OF SUCH CAUSE.
THE
FOLLOWING, AS DETERMINED BY THE BOARD IN ITS REASONABLE JUDGMENT, SHALL
CONSTITUTE CAUSE FOR TERMINATION:
(I)
THE EXECUTIVE'S REPEATED AND WILLFUL REFUSAL OR FAILURE (OTHER
THAN DURING PERIODS OF ILLNESS, DISABILITY OR VACATION) TO PERFORM THE
EXECUTIVE'S DUTIES HEREUNDER OR UNDER ANY LAWFUL DIRECTIVE OF THE BOARD
(CONSISTENT WITH THE TERMS OF THIS AGREEMENT;
(II)
THE EXECUTIVE'S WILLFUL MISCONDUCT OR GROSS NEGLECT IN THE
PERFORMANCE OF THE EXECUTIVE'S DUTIES HEREUNDER WHICH IN EITHER CASE IS
MATERIALLY INJURIOUS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, MONETARILY OR
OTHERWISE;
(III)
THE WILLFUL MATERIAL BREACH OF THIS AGREEMENT BY THE EXECUTIVE;
(IV)
EXCEPT AS PROVIDED IN CLAUSE (V) BELOW, THE CONVICTION OF THE
EXECUTIVE OF ANY FELONY OR ANY OTHER CRIME INVOLVING DISHONESTY OR MORAL
TURPITUDE OR THE EXECUTIVE'S PLEADING GUILTY TO ANY FELONY, OTHER THAN MOTOR
VEHICLE OFFENSES, OR ANY OTHER CRIME INVOLVING DISHONESTY OR MORAL TURPITUDE;
5
(V)
THE COMMISSION OF FRAUD, EMBEZZLEMENT, THEFT OR OTHER DISHONESTY
BY THE EXECUTIVE WITH RESPECT TO THE COMPANY OR ANY OF ITS AFFILIATES;
(VI)
ANY OTHER CONDUCT THAT INVOLVES A BREACH OF FIDUCIARY OBLIGATION
ON THE PART OF THE EXECUTIVE OR OTHERWISE COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT UPON THE BUSINESS, INTERESTS OR REPUTATION OF THE
COMPANY OR ANY OF ITS AFFILIATES; OR
(VII)
A PREVIOUS EMPLOYER OF EXECUTIVE SHALL COMMENCE AGAINST EXECUTIVE
AND/OR CELLU TISSUE AN ACTION, SUIT, PROCEEDING OR DEMAND ARISING FROM AN
ALLEGED VIOLATION OF A NON-COMPETITION OR OTHER SIMILAR AGREEMENT BETWEEN
EXECUTIVE AND SUCH PREVIOUS