A DISABILITY, WHERE
"DISABILITY" SHALL MEAN ANY PHYSICAL OR MENTAL DISABILITY OR INFIRMITY THAT
PREVENTS THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER FOR A PERIOD OF 90
CONSECUTIVE DAYS OR 120 DAYS DURING ANY 12-MONTH PERIOD, (III) A TERMINATION BY
THE COMPANY WITH OR WITHOUT CAUSE (AS DEFINED BELOW), AND (IV)
A TERMINATION BY
EXECUTIVE WITH OR WITHOUT GOOD REASON (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.
3
(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)