WITHOUT FURTHER ACTION, FROM ANY AND ALL OFFICES HELD BY
EXECUTIVE WITH THE COMPANY OR ANY OF ITS AFFILIATES.
(E)
THE COMPANY MAY OFFSET ANY AMOUNTS EXECUTIVE OWES IT OR ITS
AFFILIATES AGAINST ANY AMOUNTS IT OR ITS AFFILIATES OWES EXECUTIVE.
(F)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN WITH RESPECT
TO EXECUTIVE ONE OR MORE OF THE FOLLOWING: (I) THE COMMISSION OF A FELONY OR
OTHER CRIME INVOLVING MORAL TURPITUDE, (II) THE COMMISSION OF ANY ACT OR THE
OMISSION TO TAKE AN ACT, EITHER OF WHICH RESULTS IN DISLOYALTY OR FRAUD TOWARD
THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR INVOLVING DISHONESTY IN CONNECTION
WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, WHICH IS MATERIALLY DETRIMENTAL TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (III) REPORTING TO THE WORKPLACE UNDER
THE INFLUENCE OF ALCOHOL OR ILLEGAL DRUGS, THE USE OF ILLEGAL DRUGS (WHETHER OR
NOT AT THE WORKPLACE) OR OTHER REPEATED CONDUCT CAUSING THE COMPANY OR ANY OF
ITS SUBSIDIARIES SUBSTANTIAL PUBLIC DISGRACE OR DISREPUTE OR SUBSTANTIAL
ECONOMIC HARM, (IV) FAILURE TO PERFORM DUTIES AS REASONABLY DIRECTED BY THE
BOARD, AND SUCH FAILURE IS NOT CURED WITHIN TWENTY (20) DAYS AFTER THE EXECUTIVE
RECEIVES WRITTEN NOTICE THEREOF FROM THE BOARD, (V) UNLAWFUL CONDUCT OR GROSS
MISCONDUCT THAT IS WILLFUL AND DELIBERATE ON EXECUTIVE'S PART AND THAT, IN
EITHER EVENT, IS MATERIALLY INJURIOUS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
OR (VI) ANY OTHER MATERIAL BREACH OF THIS AGREEMENT OR OF ANY OTHER AGREEMENT
BETWEEN EXECUTIVE AND THE COMPANY, WHICH BREACH HAS NOT BEEN CURED BY EXECUTIVE
WITHIN TEN DAYS AFTER WRITTEN NOTICE THEREOF TO EXECUTIVE FROM THE BOARD.
(G)
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN THE
INABILITY OF EXECUTIVE TO PERFORM ON A FULL-TIME BASIS THE DUTIES AND
RESPONSIBILITIES OF HIS EMPLOYMENT WITH THE COMPANY BY REASON OF HIS ILLNESS OR
OTHER PHYSICAL OR MENTAL IMPAIRMENT OR CONDITION, IF SUCH INABILITY CONTINUES
FOR AN UNINTERRUPTED PERIOD OF 180 DAYS OR MORE DURING ANY 360-DAY PERIOD.
A
PERIOD OF INABILITY SHALL BE "UNINTERRUPTED" UNLESS AND UNTIL EXECUTIVE RETURNS
TO FULL-TIME WORK FOR A CONTINUOUS PERIOD OF AT LEAST 30 DAYS.
(H)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN (I) ANY
REQUIREMENT BY THE COMPANY THAT EXECUTIVE'S PRINCIPAL OFFICE BE MOVED BY MORE
THAN FIFTY (50) MILES FROM THE ST. CLOUD METROPOLITAN AREA WITHOUT EXECUTIVE'S
CONSENT, (II) A REDUCTION OF EXECUTIVE'S BASE SALARY OR AGGREGATE TARGET BONUS
AMOUNT (EXCEPT AS PART OF A GENERAL REDUCTION IN THE BASE SALARIES OR AGGREGATE
TARGET BONUS AMOUNTS FOR ALL EXECUTIVE OFFICERS OF THE COMPANY) OR (III) THE
MATERIAL BREACH OF ANY TERMS AND CONDITIONS OF THIS AGREEMENT BY THE COMPANY NOT
CAUSED BY EXECUTIVE; PROVIDED THAT NO SUCH OCCURRENCE SHALL CONSTITUTE THE BASIS
FOR A TERMINATION WITH "GOOD REASON" UNLESS EXECUTIVE NOTIFIES THE COMPANY IN
WRITING WITHIN 30 DAYS OF SUCH OCCURRENCE THAT EXECUTIVE CONSIDERS SUCH
OCCURRENCE TO BE THE BASIS FOR A TERMINATION WITH "GOOD REASON" AND THE COMPANY
FAILS TO CURE SUCH OCCURRENCE WITHIN 30 DAYS