DEFINED
BELOW) ONLY BY WRITTEN NOTICE TO EXECUTIVE AND PURSUANT TO THE TERMS OF THIS
SECTION 1(C).
UPON THE TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY FOR
CAUSE, OR BY EXECUTIVE WITHOUT GOOD REASON, THE COMPANY SHALL HAVE NO FURTHER
OBLIGATION HEREUNDER, EXCEPT FOR THE PAYMENT OF ANY ACCRUED OBLIGATIONS, WHICH
SHALL BE PAID WITHIN THIRTY (30) DAYS OF SUCH TERMINATION.
AS USED HEREIN, "CAUSE" SHALL CONSIST ONLY OF:
(I) THE PLEA OF GUILTY OR NOLO
CONTENDERE TO, OR CONVICTION FOR, THE COMMISSION OF A FELONY OFFENSE BY
EXECUTIVE; PROVIDED, HOWEVER, THAT AFTER INDICTMENT, THE COMPANY MAY SUSPEND
EXECUTIVE FROM THE RENDITION OF SERVICES, BUT WITHOUT LIMITING OR MODIFYING IN
ANY OTHER WAY THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, FURTHER,
THAT EXECUTIVE'S EMPLOYMENT SHALL BE IMMEDIATELY REINSTATED IF THE INDICTMENT IS
DISMISSED OR OTHERWISE DROPPED AND THERE ARE NOT OTHERWISE GROUNDS TO TERMINATE
EXECUTIVE'S EMPLOYMENT FOR CAUSE; (II) A MATERIAL BREACH BY EXECUTIVE OF ANY OF
THE MATERIAL COVENANTS MADE BY EXECUTIVE IN SECTION 2 HEREOF THAT CAUSES
MATERIAL HARM TO THE COMPANY; PROVIDED, HOWEVER, THAT IN THE EVENT SUCH MATERIAL
BREACH AND MATERIAL HARM ARE CURABLE, EXECUTIVE SHALL HAVE FAILED TO REMEDY SUCH
MATERIAL BREACH AND CURED SUCH MATERIAL HARM WITHIN TEN (10) BUSINESS DAYS AFTER
WRITTEN DEMAND FOR CURE BY THE COMPANY HAS BEEN DELIVERED TO EXECUTIVE, WHICH
DEMAND SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE COMPANY BELIEVES THAT
EXECUTIVE HAS MATERIALLY BREACHED ANY OF THE MATERIAL COVENANTS MADE BY
EXECUTIVE IN SECTION 2 HEREOF AND THE NATURE OF THE RESULTING HARM; (III) THE
WILLFUL OR GROSS NEGLECT BY EXECUTIVE OF THE MATERIAL DUTIES REQUIRED BY THIS
AGREEMENT FOLLOWING RECEIPT OF WRITTEN NOTICE FROM THE REPORTING OFFICER WHICH
SPECIFICALLY IDENTIFIES THE NATURE OF SUCH WILLFUL OR GROSS NEGLECT AND A
REASONABLE OPPORTUNITY TO CURE OF NO LESS THAN TEN (10) BUSINESS DAYS AFTER
EXECUTIVE HAS RECEIVED SUCH WRITTEN NOTICE, AND (IV) A MATERIAL BREACH BY
EXECUTIVE OF A FIDUCIARY DUTY OWED TO THE COMPANY, OR A WILLFUL AND MATERIAL
VIOLATION BY EXECUTIVE OF ANY COMPANY POLICY PERTAINING TO ETHICS OR CONFLICTS
OF INTEREST, BUT IN EACH CASE ONLY IF THE REPORTING OFFICER DETERMINES, IN THE
REPORTING OFFICER'S GOOD FAITH DISCRETION, THAT SUCH MATERIAL BREACH OR
VIOLATION UNDERMINES THE REPORTING OFFICER'S CONFIDENCE IN EXECUTIVE'S FITNESS
TO CONTINUE IN EXECUTIVE'S POSITION, TAKING INTO ACCOUNT ANY REMEDIAL ACTION
TAKEN BY EXECUTIVE.
5
(D)
TERMINATION BY THE COMPANY OTHER THAN FOR
DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON.
(I)
CONSEQUENCE OF A QUALIFYING TERMINATION.
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE, AND EXECUTIVE
MAY TERMINATE HIS EMPLOYMENT FOR GOOD REASON, ONLY BY PROVIDING WRITTEN NOTICE
TO THE OTHER PARTY AND PURSUANT TO THE TERMS OF THIS SECTION 1(D).
IF
EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED BY THE COMPANY AT ANY TIME DURING
THE TIME PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE EXPIRATION OF
THE TERM FOR ANY REASON OTHER THAN EXECUTIVE'S DEATH, DISABILITY OR CAUSE, OR IF
EXECUTIVE TERMINATES HIS EMPLOYMENT HEREUNDER AT