PARTIES PURSUANT TO SECTIONS VI, VII
AND VIII, THIS SECTION SETS FORTH THE TERMS FOR EARLY TERMINATION OF THIS
AGREEMENT.
B.
TERMINATION FOR CAUSE.
THE COMPANY MAY
TERMINATE THIS AGREEMENT AND YOUR EMPLOYMENT IMMEDIATELY FOR CAUSE.
FOR THIS
PURPOSE, "CAUSE" MEANS ANY OF THE FOLLOWING:
(1) FRAUD, (2) THEFT OR
EMBEZZLEMENT OF THE COMPANY'S ASSETS, (3) A VIOLATION OF LAW INVOLVING MORAL
TURPITUDE, (4) YOUR REPEATED AND WILLFUL FAILURE TO FOLLOW INSTRUCTIONS OF THE
BOARD PROVIDED THAT THE CONDUCT HAS NOT CEASED OR THE OFFENSE CURED WITHIN
THIRTY (30) DAYS FOLLOWING WRITTEN WARNING FROM THE COMPANY THAT SETS FORTH IN
REASONABLE DETAIL THE FACTS CLAIMED TO PROVIDE THE BASIS FOR SUCH TERMINATION.
IN THE EVENT OF TERMINATION FOR CAUSE PURSUANT TO THIS SECTION V.B, YOU WILL BE
PAID AT THE USUAL RATE YOUR ANNUAL BASE SALARY, CAR ALLOWANCE, AND ANY
OUT-OF-POCKET EXPENSES, THROUGH THE DATE OF TERMINATION SPECIFIED IN ANY NOTICE
OF TERMINATION AND ANY AMOUNTS TO WHICH YOU ARE ENTITLED UNDER ANY COMPANY
BENEFIT PLAN IN ACCORDANCE WITH THE TERMS OF SUCH PLAN.
C.
TERMINATION WITHOUT CAUSE.
EITHER YOU OR
THE COMPANY MAY TERMINATE THIS AGREEMENT AND YOUR EMPLOYMENT WITHOUT CAUSE ON
THIRTY (30) DAYS WRITTEN NOTICE.
IN THE EVENT OF TERMINATION OF THIS AGREEMENT
AND OF EMPLOYMENT PURSUANT TO THIS SECTION V.C, COMPENSATION WILL BE PAID AS
FOLLOWS:
1.
IF THE TERMINATION IS BY YOU WITHOUT
CAUSE, YOU WILL BE PAID AT THE USUAL RATE OF YOUR ANNUAL BASE SALARY, CAR
ALLOWANCE, AND ANY OUT-OF-POCKET EXPENSES INCURRED ON BEHALF OF THE COMPANY AND
ACCOUNTED FOR PURSUANT
4
TO SECTION IV.E THROUGH THE DATE OF TERMINATION SPECIFIED IN SUCH NOTICE (BUT
NOT TO EXCEED THIRTY (30) DAYS FROM THE DATE OF SUCH NOTICE); OR
2.
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY CONTAINED HEREIN, IN THE EVENT YOUR EMPLOYMENT IS TERMINATED BY THE
COMPANY AT ANY TIME FOR ANY REASON OTHER THAN JUSTIFIABLE CAUSE, DISABILITY OR
DEATH, THE COMPANY SHALL:
(i)
pay you a severance benefit, in a lump
sum payable no later than the fifth business day following the date of
termination, an amount equal to your total compensation over the preceding
twelve months, including the car allowance;
(ii)
continue to provide you, at the Company's
expense, with term life insurance, as provided herein until the earlier of (A)
the expiration of the "Severance Period" (which shall mean the longer of these
two periods:
one year from the date of termination or the remaining term of
this Agreement), or (B) your obtaining full-time employment;
(iii)
continue to allow you to participate, at the
Company's expense, in the Company's group hospitalization, health, dental and
disability insurance programs until the earlier of (A) the expiration of the
Severance Period, or (B) your becoming eligible to participate in another
employer's corresponding group insurance and disability plans;
(iv)
provide you with outplacement services at a
qualified agency selected by you and the use of an office and reasonable
secretarial support for one year (unless you become otherwise employed within
such period);
(v)