FAILURE RESULTING FROM HIS DISABILITY), AFTER A DEMAND FOR SUBSTANTIAL
PERFORMANCE IS DELIVERED TO EXECUTIVE IN WRITING BY THE BOARD OR ITS DESIGNEE
WHICH SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE BOARD OR ITS DESIGNEE
BELIEVES THAT EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED HIS DUTIES, OR (II) THE
WILLFUL ENGAGING BY EXECUTIVE IN GROSS MISCONDUCT MATERIALLY AND DEMONSTRABLY
INJURIOUS TO THE COMPANY OR ANY INTENTIONAL VIOLATION OF ANY COMPANY POLICY.
NO
ACT, OR FAILURE TO ACT, ON EXECUTIVE'S PART SHALL BE CONSIDERED "WILLFUL" UNLESS
DONE, OR OMITTED TO BE DONE, BY EXECUTIVE, NOT IN GOOD FAITH AND WITHOUT
REASONABLE BELIEF THAT HIS ACTION OR OMISSION WAS IN THE BEST INTEREST OF THE
COMPANY.
THE BURDEN FOR ESTABLISHING THE VALIDITY OF ANY TERMINATION FOR CAUSE
SHALL REST UPON THE COMPANY.
NO TERMINATION SHALL BE DEEMED TO BE FOR CAUSE
UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO EXECUTIVE A COPY OF A
RESOLUTION DULY ADOPTED BY THE AFFIRMATIVE VOTE OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS OF THE ENTIRE MEMBERSHIP OF THE BOARD, BUT EXCLUDING THE EXECUTIVE IF
HE IS ALSO A DIRECTOR, CALLED AND HELD FOR SUCH PURPOSE (AFTER REASONABLE NOTICE
IS PROVIDED TO EXECUTIVE AND HE IS GIVEN AN OPPORTUNITY, TOGETHER WITH COUNSEL,
TO BE HEARD BEFORE THE BOARD), FINDING THAT, IN THE GOOD FAITH OPINION OF THE
BOARD, EXECUTIVE IS GUILTY OF THE CONDUCT DESCRIBED IN SUBCLAUSES (I) OR
(II) ABOVE, AND SPECIFYING THE PARTICULARS THEREOF IN REASONABLE DETAIL.
5
(F)
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" SHALL MEAN EXECUTIVE'S INABILITY TO PERFORM THE ESSENTIAL DUTIES,
RESPONSIBILITIES AND FUNCTIONS OF HIS POSITION WITH THE COMPANY AND ITS
SUBSIDIARIES AS A RESULT OF ANY MENTAL OR PHYSICAL INCAPACITY EVEN WITH
REASONABLE ACCOMMODATIONS OF SUCH INCAPACITY PROVIDED BY THE COMPANY AND ITS
SUBSIDIARIES OR IF PROVIDING SUCH ACCOMMODATIONS WOULD BE UNREASONABLE, ALL AS
DETERMINED BY THE BOARD IN ITS REASONABLE GOOD FAITH JUDGMENT.
EXECUTIVE SHALL
COOPERATE IN ALL RESPECTS WITH THE COMPANY IF A QUESTION ARISES AS TO WHETHER HE
HAS BECOME DISABLED (INCLUDING, WITHOUT LIMITATION, SUBMITTING TO AN EXAMINATION
BY A MEDICAL DOCTOR OR OTHER HEALTH CARE SPECIALISTS SELECTED BY THE COMPANY AND
AUTHORIZING SUCH MEDICAL DOCTOR OR SUCH OTHER HEALTH CARE SPECIALIST TO DISCUSS
EXECUTIVE'S CONDITION WITH THE COMPANY).
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS, WITHOUT THE
EXPRESS WRITTEN CONSENT OF EXECUTIVE, UNLESS SUCH EVENTS ARE FULLY CORRECTED IN
ALL MATERIAL RESPECTS BY THE COMPANY WITHIN THIRTY (30) DAYS FOLLOWING WRITTEN
NOTIFICATION BY EXECUTIVE TO THE COMPANY OF THE OCCURRENCE OF ONE OF THE REASONS
SET FORTH BELOW:
(I)
THE ASSIGNMENT TO EXECUTIVE
OF ANY
DUTIES INCONSISTENT WITH EXECUTIVE'S
POSITION, DUTIES, RESPONSIBILITIES AND
STATUS WITH THE COMPANY AS IN EFFECT ON THE DATE HEREOF, OR A CHANGE IN
EXECUTIVE'S EMPLOYMENT TITLES OR OFFICES (IF ANY) IN EFFECT ON THE DATE HEREOF,
OR ANY REMOVAL OF EXECUTIVE FROM, OR ANY FAILURE BY THE BOARD OF DIRECTORS TO
REELECT EXECUTIVE
TO ANY OF SUCH EMPLOYMENT POSITIONS, EXCEPT