AGREED-UPON SERVICES UNDER THIS AGREEMENT FOR 90 CONSECUTIVE DAYS
OR AN AGGREGATE OF 120 DAYS, WHETHER OR NOT CONSECUTIVE, DURING ANY CONSECUTIVE
12-MONTH PERIOD.
DISABILITY SHALL BE DETERMINED BY A LICENSED PHYSICIAN
SELECTED BY THE COMPANY THAT IS NOT AFFILIATED WITH YOU OR THE COMPANY.
IN THE
EVENT OF YOUR DEATH OR DISABILITY, THE AMOUNTS DUE YOU PURSUANT TO THIS
AGREEMENT THROUGH THE DATE OF YOUR DEATH OR DISABILITY WILL BE PAID TO YOU OR
YOUR BENEFICIARIES.
5.
TERMINATION FOR CAUSE.
YOUR EMPLOYMENT
UNDER THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY BY THE COMPANY FOR "CAUSE"
(AS SUCH TERM IS DEFINED BELOW).
IF THE COMPANY ALLEGES CAUSE, IT WILL SPECIFY
IN WRITING THE REASONS AND YOU SHALL HAVE TEN (10) BUSINESS DAYS FROM THE DATE
SUCH NOTICE IS GIVEN IN WHICH TO CURE SUCH CAUSE.
ABSENT SUCH CURE WITHIN THE
CURE PERIOD, YOUR EMPLOYMENT SHALL BE DEEMED TERMINATED FOR CAUSE ON THE DATE
SUCH NOTICE WAS GIVEN.
CAUSE SHALL INCLUDE, BUT NOT BE LIMITED TO, THE
FOLLOWING:
(A)
GROSS NEGLIGENCE OR A MATERIAL VIOLATION BY
YOU OF ANY DUTY OR ANY OTHER MATERIAL OR REPETITIVE MISCONDUCT OR FAILURE ON
YOUR PART;
(B)
YOUR CONVICTION BY OR ENTRY OF A PLEA OF
GUILTY OR NO CONTEST IN A COURT OF COMPETENT AND FINAL JURISDICTION FOR ANY
CRIME THAT IS PUNISHED BY IMPRISONMENT; OR
(C)
YOUR COMMISSION OF AN ACT OF FRAUD, WHETHER
PRIOR TO OR SUBSEQUENT TO THE DATE OF THIS AGREEMENT, UPON THE COMPANY OR ANY OF
ITS AFFILIATES.
In the event of termination for "cause," this Agreement will terminate, and your
salary and unexercised stock options will terminate as of the date of
termination for cause, beyond which point in time the Company shall have no
further obligations to you whatsoever, unless otherwise required by law.
6.
OTHER TERMINATION.
(A)
SEVERANCE PAY.
THE COMPANY MAY TERMINATE
THIS AGREEMENT AT ANY TIME AND WITHOUT CAUSE AT THE COMPANY'S SOLE DISCRETION,
EFFECTIVE FIVE (5) DAYS AFTER NOTICE TO YOU.
UPON THE TERMINATION OF THIS
AGREEMENT FOR OTHER THAN "CAUSE", OR UPON A TERMINATION OF THIS AGREEMENT BY
EMPLOYEE FOR GOOD REASON (AS DEFINED BELOW), THE COMPANY SHALL CONTINUE DURING
THE TERM OF YOUR EMPLOYMENT HEREUNDER TO PAY TO YOU IN MONTHLY INSTALLMENTS, AS
SEVERANCE PAY, YOUR FULL BASE SALARY IN EFFECT AT THE TIME OF SUCH TERMINATION.
YOUR RIGHT TO SEVERANCE PAY SHALL TERMINATE IN THE EVENT YOU BREACH ANY OF THE
TERMS OF SECTIONS 7, 8 OR 9 OF THIS AGREEMENT.
In the event of termination of this Agreement (A) by the Company for other than
"cause" and other than upon your death or disability, or (B) by you for Good
Reason, each Option (a) shall immediately vest and (b) shall be exercisable for
two years from such termination (but not in excess of the specified maximum term
of such Option).
You shall also be entitled to continue to receive such
benefits as you are receiving at the time of termination of this
3
Agreement, e.g.
health plans, etc., until