TO PHYSICAL OR MENTAL ILLNESS) OR OTHER WILLFUL AND MATERIAL BREACH
BY EXECUTIVE OF ANY OF HIS OBLIGATIONS HEREUNDER OR UNDER THE OPTION AGREEMENT,
AFTER A DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED, AND A REASONABLE
OPPORTUNITY TO CURE IS GIVEN, TO EXECUTIVE BY EMPLOYER'S BOARD, WHICH DEMAND
IDENTIFIES THE MANNER IN WHICH EMPLOYER'S BOARD BELIEVES THAT EXECUTIVE HAS NOT
SUBSTANTIALLY PERFORMED HIS DUTIES OR BREACHED HIS OBLIGATIONS, (II) EXECUTIVE'S
ENGAGING IN WILLFUL AND SERIOUS MISCONDUCT THAT HAS CAUSED OR WOULD REASONABLY
BE EXPECTED TO RESULT IN MATERIAL INJURY TO EMPLOYER OR ANY OF ITS AFFILIATES OR
(III) EXECUTIVE'S CONVICTION OF, OR ENTERING A PLEA OF NOLO CONTENDERE TO, A
CRIME THAT CONSTITUTES A FELONY.
(C)
TERMINATION WITHOUT CAUSE.
A TERMINATION
"WITHOUT CAUSE" SHALL MEAN A TERMINATION OF EMPLOYMENT BY EMPLOYER OTHER THAN
DUE TO DISABILITY AS DESCRIBED IN SECTION 7(A) OR FOR CAUSE AS DEFINED IN
SECTION 7(B) OR A FAILURE OF THE EXECUTIVE TO BE ELECTED TO THE HOLDING BOARD OF
DIRECTORS, AND TO BE NAMED CHAIRMAN THEREOF, DURING THE PERIOD CONTEMPLATED BY
SECTION 2(B)(II).
(D)
TERMINATION BY EXECUTIVE.
EXECUTIVE MAY
TERMINATE HIS EMPLOYMENT FOR ANY REASON.
A TERMINATION OF EMPLOYMENT BY
EXECUTIVE FOR "GOOD REASON" SHALL MEAN A TERMINATION OF EMPLOYMENT BY EXECUTIVE
WITHIN 30 DAYS FOLLOWING THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS WITHOUT
EXECUTIVE'S CONSENT: (I) THE
6
assignment to Executive of duties that are significantly different from and that
result in a substantial diminution of the duties that he is to assume on the
date hereof, (ii) the failure of Employer to obtain the assumption of this
Agreement by any successor as contemplated by Section 14, (iii) a reduction of
Executive's Base Salary, or (iv) a material breach by Employer of any of its
obligations hereunder or by Holding under the Option Agreement or any other
option agreement or incentive award agreement granted to Executive, provided, in
the case of any of clauses (i), (iii) or (iv), Executive has delivered written
notice of his intention to terminate his employment for "Good Reason",
specifying the provisions hereof on which Executive will rely, and Employer or
Holding, as the case may be, shall have had a reasonable opportunity to cure.
(E)
NOTICE OF TERMINATION.
ANY TERMINATION BY
EMPLOYER PURSUANT TO SECTION 7(A), 7(B) OR 7(C), OR BY EXECUTIVE PURSUANT TO
SECTION 7(D), SHALL BE COMMUNICATED BY A WRITTEN "NOTICE OF TERMINATION"
ADDRESSED TO THE OTHER PARTIES TO THIS AGREEMENT.
A "NOTICE OF TERMINATION"
SHALL MEAN A NOTICE STATING THAT EXECUTIVE'S EMPLOYMENT WITH EMPLOYER HAS BEEN
OR WILL BE TERMINATED.
(F)
PAYMENTS UPON CERTAIN TERMINATIONS.
(I)
IN THE EVENT OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT BY EMPLOYER WITHOUT
CAUSE OR A TERMINATION BY EXECUTIVE OF HIS EMPLOYMENT FOR GOOD REASON DURING THE
EMPLOYMENT PERIOD, EMPLOYER SHALL PAY TO EXECUTIVE (OR, FOLLOWING HIS DEATH, TO
EXECUTIVE'S BENEFICIARY) (A) HIS BASE SALARY, PAYABLE IN INSTALLMENTS BASED ON
EMPLOYER'S REGULAR PAYROLL PRACTICES, FOR THE PERIOD BEGINNING ON THE DATE OF
TERMINATION AND ENDING ON THE EARLIER OF (X) THE