PRIOR TO THE TERMINATION DATE OF THE
INITIAL TERM OR THE APPLICABLE RENEWAL TERM OF SUCH PARTY'S DESIRE NOT TO EXTEND
THE TERM. IN SUCH EVENT OF NON RENEWAL BY THE COMPANY ("TERMINATION FOR
NON-RENEWAL"),
1
THE TERMINATION PAYMENT PROVISIONS UNDER SECTION 1.4.6 HEREOF SHALL APPLY IN THE
SAME MANNER AS A TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
1.4
TERMINATION
1.4.1
TERMINATION DUE TO DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
TERMINATE IMMEDIATELY UPON THE DEATH OF EXECUTIVE.
1.4.2
TERMINATION DUE TO DISABILITY.
EXECUTIVE'S EMPLOYMENT SHALL BE
TERMINABLE BY THE COMPANY OR EXECUTIVE BY NOT LESS THAN THIRTY (30) DAYS'
WRITTEN NOTICE IN THE EVENT OF EXECUTIVE'S DISABILITY.
THE TERM "DISABILITY"
SHALL MEAN ANY ILLNESS, DISABILITY OR INCAPACITY OF EXECUTIVE THAT PREVENTS HIM
FROM SUBSTANTIALLY PERFORMING HER REGULAR DUTIES FOR THE COMPANY FOR A PERIOD OF
THREE (3) CONSECUTIVE MONTHS OR FOUR (4) MONTHS, EVEN THOUGH NOT CONSECUTIVE, IN
ANY TWELVE (12) MONTH PERIOD.
THE DETERMINATION OF THE EXISTENCE OF A
DISABILITY SHALL BE MADE BY A PHYSICIAN SELECTED BY THE COMPANY AND EXECUTIVE;
PROVIDED THAT IF EXECUTIVE DISAGREES WITH THE DETERMINATION MADE BY SUCH
PHYSICIAN SHE MAY, WITHIN 15 DAYS AFTER SUCH DETERMINATION, APPOINT A PHYSICIAN
FOR SUCH PURPOSE, AND SUCH PHYSICIAN AND A PHYSICIAN APPOINTED BY THE COMPANY
SHALL JOINTLY SELECT A THIRD PHYSICIAN (WHO HAS NO PRIOR KNOWLEDGE OF EXECUTIVE)
TO MAKE SUCH DETERMINATION.
EXECUTIVE HEREBY AGREES TO COOPERATE WITH ANY
PHYSICAL EXAMINATIONS REASONABLY REQUIRED BY SUCH PHYSICIAN(S) FOR THE PURPOSE
OF SUCH DETERMINATION.
1.4.3
TERMINATION BY THE COMPANY.
THE COMPANY MAY TERMINATE THE EMPLOYMENT
OF EXECUTIVE WITHOUT CAUSE IN ACCORDANCE WITH SECTION 1.3.
THE COMPANY MAY
TERMINATE THE EMPLOYMENT OF THE EXECUTIVE FOR CAUSE, PROVIDED THAT THE COMPANY,
AS APPLICABLE, SHALL NOTIFY EXECUTIVE IN WRITING SETTING FORTH IN REASONABLE
DETAIL THE BASIS FOR THE PROPOSED TERMINATION AND EXECUTIVE SHALL HAVE THE
OPPORTUNITY TO BE HEARD BY THE BOARD OF DIRECTORS (REPRESENTED BY COUNSEL AT
EXECUTIVE'S OWN EXPENSE) PRIOR TO HER EMPLOYMENT TERMINATION DATE AS SET FORTH
IN THE NOTICE OF TERMINATION.
THE TERM "CAUSE" SHALL MEAN (I) A BREACH BY
EXECUTIVE OF ANY OF THE MATERIAL TERMS OF THIS AGREEMENT IN EACH CASE WHICH
BREACH, IF SUBJECT TO CURE, IS NOT CURED WITHIN 15 DAYS FOLLOWING NOTICE FROM
THE COMPANY THEREOF, (II) THE COMMISSION OF ANY ACT OF FRAUD, EMBEZZLEMENT OR
DISHONESTY BY THE EXECUTIVE WHICH WAS INTENDED TO RESULT IN SUBSTANTIAL GAIN OR
PERSONAL ENRICHMENT OF THE EXECUTIVE AT THE EXPENSE OF THE COMPANY, (III) ANY
UNAUTHORIZED USE OR DISCLOSURE BY THE EXECUTIVE OF CONFIDENTIAL INFORMATION OR
TRADE SECRETS OF THE COMPANY (OR ANY PARENT OR SUBSIDIARY) OR ANY BREACH OF THE
EXECUTIVE'S PROPRIETARY INFORMATION AGREEMENT WITH THE COMPANY (OR ANY PARENT OR
SUBSIDIARY), (IV) THE EXECUTIVE'S VIOLATION OF A FEDERAL OR STATE LAW OR
REGULATION APPLICABLE TO THE COMPANY'S BUSINESS WHICH VIOLATION WAS OR IS
REASONABLY LIKELY TO BE INJURIOUS TO THE COMPANY, (V) ANY MATERIAL DERELICTION
OF THE EXECUTIVE'S DUTIES CONTINUING FOR 15 DAYS AFTER NOTICE THEREOF FROM THE
COMPANY, OR (VI) ANY