AND SUCH INCAPACITY HAS CONTINUED FOR A TOTAL OF NINETY (90)
CONSECUTIVE DAYS OR FOR ANY ONE HUNDRED EIGHTY (180) DAYS IN A PERIOD OF THREE
HUNDRED SIXTY-FIVE (365) CONSECUTIVE DAYS (A "DISABILITY"); (B) UPON EXECUTIVE'S
DEATH ("DEATH"); OR (C) UPON THIRTY (30) DAYS' WRITTEN NOTICE TO EXECUTIVE FOR
ANY OTHER REASON OR FOR NO REASON AT ALL.
(B)
TERMINATION AT EXECUTIVE'S ELECTION.
(I)
FOR GOOD REASON.
AT EXECUTIVE'S ELECTION, EXECUTIVE'S EMPLOYMENT
MAY BE TERMINATED FOR GOOD REASON (AS DEFINED BELOW) BY PROVIDING NOTICE TO THE
COMPANY PURSUANT TO SECTION 12 OF THIS AGREEMENT.
FOR PURPOSES OF THIS
AGREEMENT, "GOOD REASON" SHALL BE DEEMED TO EXIST IF THE FOLLOWING ACTIONS OCCUR
WITHOUT EXECUTIVE'S CONSENT: (A) A MATERIAL DIMINUTION IN EXECUTIVE'S BASE
SALARY; (B) A MATERIAL DIMINUTION IN EXECUTIVE'S AUTHORITY, DUTIES OR
RESPONSIBILITIES UNDER THIS AGREEMENT, PROVIDED THAT SHOULD EXECUTIVE BE
APPOINTED AS A DIRECTOR OF THE BOARD DURING THE TERM, REMOVAL OF EXECUTIVE AS A
DIRECTOR OF THE BOARD SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT OR A
MATERIAL DIMINUTION OF EXECUTIVE'S AUTHORITY, DUTIES OR RESPONSIBILITIES UNDER
THIS AGREEMENT; OR (C) ANY OTHER ACTION OR INACTION THAT CONSTITUTES A MATERIAL
BREACH OF THE TERMS OF THIS AGREEMENT BY THE COMPANY.
IN THE EVENT ANY OF THE
OCCURRENCES IN (A) THROUGH (C) ABOVE HAVE OCCURRED, THE COMPANY SHALL BE GIVEN
WRITTEN NOTICE BY EXECUTIVE OF EXECUTIVE'S INTENTION TO SO TERMINATE EXECUTIVE'S
EMPLOYMENT, SUCH NOTICE: (I) TO STATE IN DETAIL THE PARTICULAR ACTS OR FAILURES
TO ACT THAT CONSTITUTE THE GROUNDS ON WHICH THE PROPOSED TERMINATION FOR GOOD
REASON IS BASED, (II)
TO BE GIVEN WITHIN SIXTY (60) DAYS AFTER THE FIRST
OCCURRENCE OF SUCH ACTS OR FAILURES TO ACT, AND (III) THE COMPANY SHALL HAVE
THIRTY (30) DAYS FOLLOWING RECEIPT OF SUCH NOTICE TO CURE SUCH ACTS OR FAILURES
TO ACT IN ALL MATERIAL RESPECTS.
IF THE COMPANY HAS NOT CURED SUCH ACTS OR
FAILURES TO ACT WITHIN THE THIRTY (30) DAY CURE PERIOD, THEN THE EXECUTIVE'S
EMPLOYMENT SHALL BE IMMEDIATELY TERMINATED FOR GOOD REASON.
(II)
VOLUNTARY RESIGNATION.
NOTWITHSTANDING ANYTHING CONTAINED
ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, EXECUTIVE MAY TERMINATE HIS
EMPLOYMENT HEREUNDER AT ANY TIME AND FOR ANY REASON WHATSOEVER OR FOR NO REASON
AT ALL IN EXECUTIVE'S SOLE DISCRETION BY GIVING (30) DAYS WRITTEN NOTICE
PURSUANT TO SECTION 12 OF THIS AGREEMENT ("VOLUNTARY RESIGNATION").
7.
PAYMENTS UPON TERMINATION OF EMPLOYMENT.
4
(A)
TERMINATION FOR CAUSE, RESIGNATION WITHOUT GOOD REASON OR VOLUNTARY
RESIGNATION.
IF, PRIOR TO THE EXPIRATION OF THE TERM, THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY THE BOARD FOR CAUSE, AS A RESULT OF THE EXECUTIVE'S
VOLUNTARY RESIGNATION OR RESIGNATION WITHOUT GOOD REASON, THE EXECUTIVE SHALL BE
ENTITLED TO THE FOLLOWING AMOUNTS ONLY: (A) PAYMENT OF HIS BASE SALARY ACCRUED
UP TO AND INCLUDING THE DATE OF TERMINATION OR RESIGNATION; (B) PAYMENT IN LIEU
OF ANY ACCRUED BUT UNUSED VACATION TIME, IN ACCORDANCE WITH THE COMPANY'S
VACATION POLICY; (C) UPON SUBMISSION OF REQUIRED DOCUMENTATION, PAYMENT OF ANY
UNREIMBURSED EXPENSES IN ACCORDANCE WITH THE COMPANY'S BUSINESS REIMBURSEMENT