TO TIME.
1.4
OTHER INTERESTS.
THE EXECUTIVE AGREES, DURING THE PERIOD OF HIS
EMPLOYMENT BY THE COMPANY, TO DEVOTE HIS PRIMARY BUSINESS TIME, ENERGY AND
REASONABLE BEST EFFORTS TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
AFFILIATES AND NOT TO ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY OTHER BUSINESS OR
BUSINESSES, WHETHER OR NOT SIMILAR TO THAT OF THE COMPANY, EXCEPT WITH THE
CONSENT OF THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS").
THE FOREGOING NOTWITHSTANDING, THE PARTIES RECOGNIZE AND AGREE THAT THE
EXECUTIVE MAY ENGAGE IN PASSIVE PERSONAL INVESTMENTS AND OTHER CIVIC AND
CHARITABLE ACTIVITIES THAT DO NOT CONFLICT WITH THE BUSINESS AND AFFAIRS OF THE
COMPANY OR INTERFERE WITH THE EXECUTIVE'S PERFORMANCE OF HIS DUTIES HEREUNDER
WITHOUT THE NECESSITY OF OBTAINING THE CONSENT OF THE BOARD OF DIRECTORS.
1.5
DUTY OF LOYALTY.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
EXECUTIVE OWES A FIDUCIARY DUTY OF LOYALTY, FIDELITY, AND ALLEGIANCE TO USE HIS
REASONABLE BEST EFFORTS TO ACT AT ALL TIMES IN THE BEST INTERESTS OF THE
COMPANY.
IN KEEPING WITH THESE DUTIES, THE EXECUTIVE SHALL MAKE FULL DISCLOSURE
TO THE COMPANY OF ALL BUSINESS OPPORTUNITIES PERTAINING TO THE COMPANY'S
BUSINESS AND SHALL NOT APPROPRIATE FOR THE EXECUTIVE'S OWN BENEFIT BUSINESS
OPPORTUNITIES CONCERNING THE SUBJECT MATTER OF THE FIDUCIARY RELATIONSHIP.
ARTICLE 2
TERM AND TERMINATION OF EMPLOYMENT
2.1
TERM.
(I)
UNLESS SOONER TERMINATED PURSUANT TO OTHER PROVISIONS HEREOF, THE
COMPANY AGREES TO EMPLOY THE EXECUTIVE FOR THE PERIOD BEGINNING ON THE EFFECTIVE
DATE AND ENDING ON THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE.
WITHIN SIXTY
DAYS BEFORE THE EXPIRATION OF THREE YEARS AFTER THE EFFECTIVE DATE AND WITHIN
SIXTY DAYS BEFORE EACH SUCCESSIVE THREE-YEAR PERIOD OF TIME AFTER THE EFFECTIVE
DATE THAT OCCURS WHILE THIS AGREEMENT IS IN EFFECT, THE COMPANY SHALL HAVE THE
RIGHT TO REVIEW THIS AGREEMENT, AND IN ITS SOLE DISCRETION EITHER CONTINUE AND
EXTEND THIS AGREEMENT, TERMINATE THIS AGREEMENT, OFFER THE EXECUTIVE A DIFFERENT
AGREEMENT AND/OR ALLOW THIS AGREEMENT TO EXPIRE AT THE END OF SUCH THREE-YEAR
PERIOD OF TIME.
THE COMPANY WILL NOTIFY THE EXECUTIVE OF SUCH ACTION WITHIN
SAID SIXTY-DAY TIME PERIOD MENTIONED ABOVE.
THIS AGREEMENT SHALL REMAIN IN
EFFECT UNTIL SO TERMINATED AND/OR MODIFIED BY THE COMPANY OR, IF APPLICABLE,
UNTIL ITS TERM EXPIRES.
FAILURE OF THE COMPANY TO TAKE ANY ACTION WITHIN SAID
SIXTY DAYS SHALL BE CONSIDERED AS AN AUTOMATIC TERMINATION OF THIS AGREEMENT,
WITHOUT REQUIREMENT OF NOTICE TO THE EXECUTIVE THEREOF.
(II)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 2.1, IT IS AGREED THAT IF A CHANGE IN CONTROL OCCURS WHILE THIS
AGREEMENT IS IN EFFECT, THEN THIS AGREEMENT SHALL NOT BE SUBJECT TO TERMINATION
OR MODIFICATION UNDER SECTION 2.1(I) AND SHALL REMAIN IN FORCE FOR A PERIOD OF
TWO YEARS AFTER SUCH CHANGE IN CONTROL, AND IF WITHIN SAID TWO
2
years the contingency factors occur which would entitle the Executive to the
benefits as provided herein, this Agreement shall remain in effect in accordance
with its terms.
If, during the