NO FURTHER OBLIGATION HEREUNDER, EXCEPT FOR THE
PAYMENT OF ANY ACCRUED OBLIGATIONS (AS DEFINED IN SECTION 1(F) BELOW).
AS USED
HEREIN, "CAUSE" SHALL MEAN:
(I) THE PLEA OF GUILTY OR NOLO CONTENDERE TO, OR
CONVICTION FOR, THE COMMISSION OF A FELONY OFFENSE BY EXECUTIVE; PROVIDED,
HOWEVER, THAT AFTER INDICTMENT, THE COMPANY MAY SUSPEND EXECUTIVE FROM THE
RENDITION OF SERVICES, BUT WITHOUT LIMITING OR MODIFYING IN ANY OTHER WAY THE
COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, FURTHER, THAT EXECUTIVE'S
EMPLOYMENT SHALL BE IMMEDIATELY REINSTATED IF THE INDICTMENT IS DISMISSED OR
OTHERWISE DROPPED AND THERE IS NOT OTHERWISE GROUNDS TO TERMINATE EXECUTIVE'S
EMPLOYMENT FOR CAUSE; (II) A MATERIAL BREACH BY EXECUTIVE OF A FIDUCIARY DUTY
OWED TO THE COMPANY; (III) A MATERIAL BREACH BY EXECUTIVE OF ANY OF THE
COVENANTS MADE BY EXECUTIVE IN SECTION 2 HEREOF; (IV) EXECUTIVE'S CONTINUED
WILLFUL OR GROSS NEGLECT OF THE MATERIAL DUTIES REQUIRED BY THIS AGREEMENT; OR
(V) A MATERIAL VIOLATION BY EXECUTIVE OF ANY COMPANY POLICY PERTAINING TO
ETHICS, WRONGDOING OR CONFLICTS OF INTEREST, WHICH POLICY HAD BEEN DISSEMINATED
TO EXECUTIVE OR OTHERWISE MADE GENERALLY AVAILABLE PRIOR TO SUCH VIOLATION;
PROVIDED, THAT IN THE CASE OF CONDUCT DESCRIBED IN
CLAUSES (III), (IV) OR (V) ABOVE WHICH IS CAPABLE OF BEING CURED, EXECUTIVE
SHALL HAVE A PERIOD OF TEN (10) DAYS AFTER EXECUTIVE IS PROVIDED WITH WRITTEN
NOTICE IN WHICH TO CURE, WHICH NOTICE SPECIFICALLY IDENTIFIES THE BREACH, THE
NATURE OF THE WILLFUL OR GROSS NEGLECT, OR THE VIOLATION THAT THE COMPANY
BELIEVE CONSTITUTES CAUSE.
(D)
TERMINATION BY THE COMPANY OTHER THAN FOR
DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON.
IF
EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED PRIOR TO THE EXPIRATION OF THE
TERM BY THE COMPANY FOR ANY REASON OTHER THAN EXECUTIVE'S DEATH OR DISABILITY OR
FOR CAUSE, OR IF EXECUTIVE TERMINATES HIS EMPLOYMENT HEREUNDER PRIOR TO THE
EXPIRATION OF THE TERM FOR GOOD REASON, THEN
(I)
THE COMPANY SHALL PAY TO EXECUTIVE AN
AMOUNT EQUAL TO THE BASE SALARY THAT WOULD BE PAID FOR TWELVE (12) MONTHS FROM
THE DATE OF SUCH TERMINATION (THE "SEVERANCE PERIOD");
(II)
THE COMPANY SHALL PAY EXECUTIVE WITHIN
THIRTY (30) DAYS OF THE DATE OF SUCH TERMINATION IN A LUMP SUM IN CASH ANY
ACCRUED OBLIGATIONS (AS DEFINED IN SECTION 1(F) BELOW);
(III)
ANY COMPENSATION AWARDS OF EXECUTIVE BASED
ON, OR IN THE FORM OF, COMPANY EQUITY (E.G. RESTRICTED STOCK, RESTRICTED STOCK
UNITS, STOCK OPTIONS OR SIMILAR INSTRUMENTS) THAT ARE OUTSTANDING AND UNVESTED
AT THE TIME OF SUCH TERMINATION BUT WHICH WOULD, BUT FOR A TERMINATION OF
EMPLOYMENT, HAVE VESTED DURING THE SEVERANCE PERIOD SHALL VEST AS OF THE DATE OF
SUCH TERMINATION OF EMPLOYMENT; PROVIDED THAT ANY OUTSTANDING AWARD WITH A
VESTING SCHEDULE THAT WOULD, BUT FOR A TERMINATION OF EMPLOYMENT, HAVE RESULTED
IN A SMALLER PERCENTAGE (OR NONE) OF THE AWARD BEING VESTED THROUGH THE END OF
THE SEVERANCE PERIOD THAN IF IT VESTED ANNUALLY PRO RATA OVER ITS VESTING PERIOD
SHALL, FOR PURPOSES OF THIS PROVISION, BE TREATED AS THOUGH IT VESTED