TERMINATE ONLY UPON THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN 4.2
THROUGH 4.6 EFFECTIVE UPON THE SATISFACTION OF THE SPECIFIED CONDITIONS AND THE
EXPIRATION OF ANY NOTICE PERIODS AFTER THE DELIVERY OF ANY REQUIRED NOTICES, OR
AS PROVIDED IN THE SECOND SENTENCE OF SECTION 2 ABOVE.
4.2
MUTUAL AGREEMENT; NOTICE.
THE COMPANY AND
EXECUTIVE MAY MUTUALLY AGREE IN WRITING TO THE TERMINATION OF THIS AGREEMENT,
INCLUDING THE EXTENT OF THE CONTINUATION OF RIGHTS AND OBLIGATIONS OF THE
COMPANY AND EXECUTIVE.
IN ADDITION, EITHER PARTY MAY GIVE WRITTEN NOTICE TO THE
OTHER OF THE TERMINATION OF THIS AGREEMENT NOT LESS THAN NINETY (90) DAYS PRIOR
TO THE END OF THE THEN CURRENT TERM OF THIS AGREEMENT.
ANY TERMINATION PURSUANT
TO THIS SECTION 4.2 OR PURSUANT TO THE SECOND SENTENCE OF SECTION 2 ABOVE SHALL
NOT BE CONSIDERED TERMINATION BY THE COMPANY WITHOUT CAUSE OR TERMINATION BY
EXECUTIVE FOR GOOD REASON
4.3
TERMINATION FOR CAUSE.
THE COMPANY MAY
TERMINATE THIS AGREEMENT FOR CAUSE AT SUCH TIME AS CAUSE EXISTS, BY WRITTEN
NOTICE TO THE EXECUTIVE.
IN THE EVENT THE COMPANY ELECTS TO TERMINATE EXECUTIVE
FOR CAUSE, THE COMPANY'S BOARD OF DIRECTORS SHALL SEND WRITTEN NOTICE TO
EXECUTIVE TERMINATING SUCH EMPLOYMENT, INDICATING THE BASIS FOR SUCH TERMINATION
AND SPECIFYING THE TERMINATION DATE.
CAUSE MEANS ANY OF THE FOLLOWING: (I)
CONVICTION OF EXECUTIVE OR EXECUTIVE PLEADING GUILTY OF THE COMMISSION OF A
FELONY OR ONE OR MORE ACTS OF DISHONESTY OR MORAL TURPITUDE,, (II) WILLFUL
FAILURE OF THE EXECUTIVE TO PERFORM HIS DUTIES, UNDER THIS AGREEMENT, AFTER
WRITTEN DEMAND THAT THE EXECUTIVE DO SO, (III) GROSS NEGLIGENCE BY THE EXECUTIVE
IN THE PERFORMANCE OF, OR WILLFUL DISREGARD BY THE EXECUTIVE OF, THE EXECUTIVE'S
OBLIGATIONS TO THE COMPANY AND/OR CERA HEREUNDER OR (IV) THE BREACH BY THE
EXECUTIVE OF ANY OF THE EXECUTIVE'S OBLIGATIONS SET FORTH IN THE EXECUTIVE'S
NON-COMPETITION AGREEMENT OR EMPLOYEE INVENTION AND NON-DISCLOSURE AGREEMENT OF
EVEN DATE HEREWITH.
TERMINATION OF THE EMPLOYMENT OF THE EXECUTIVE SHALL NOT BE
DEEMED TO BE FOR CAUSE HEREUNDER UNLESS AND UNTIL (A) WRITTEN NOTICE HAS BEEN
DELIVERED TO THE EXECUTIVE BY THE COMPANY WHICH SPECIFICALLY IDENTIFIES THE
CAUSE WHICH IS THE BASIS OF THE TERMINATION AND, IF THE CAUSE IS CAPABLE OF
CURE, THE EXECUTIVE HAS FAILED TO CURE OR REMEDY THE ACT OR OMISSION SO
IDENTIFIED WITHIN FOURTEEN (14) CALENDAR DAYS AFTER WRITTEN NOTICE OF SUCH
BREACH, AND (B) THE COMPANY'S BOARD OF DIRECTORS OR THE BOARD OF DIRECTORS OF
THE COMPANY'S PARENT COMPANY HAS VOTED TO TERMINATE THE EXECUTIVE BY THE
AFFIRMATIVE VOTE OF NOT LESS THAN A MAJORITY
OF ENTIRE BOARD OF DIRECTORS
(EXCLUDING THE EXECUTIVE IF HE IS A MEMBER OF THE BOARD), AFTER REASONABLE
NOTICE HAS BEEN PROVIDED TO THE EXECUTIVE AND THE EXECUTIVE HAS BEEN GIVEN AN
OPPORTUNITY, TOGETHER WITH COUNSEL, TO BE HEARD BEFORE THE APPLICABLE BOARD OF
DIRECTORS.
FOR PURPOSES OF THIS PROVISION, NO ACT OR FAILURE TO ACT ON THE PART
OF THE EXECUTIVE SHALL BE CONSIDERED "WILLFUL" UNLESS IT IS DONE, OR OMITTED TO