PROVISIONS OF THIS SECTION 4 SHALL REMAIN IN EFFECT AFTER THIS
AGREEMENT IS TERMINATED IRRESPECTIVE OF THE REASONS FOR TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES TO OBSERVE AND COMPLY WITH
THE REASONABLE RULES AND REGULATIONS OF THE EMPLOYER AS ADOPTED BY THE BOARD AND
THE CHIEF EXECUTIVE OFFICER FROM TIME TO TIME REGARDING THE PERFORMANCE OF HIS
DUTIES AND TO CARRY OUT AND PERFORM ORDERS, DIRECTIONS AND POLICIES COMMUNICATED
TO HIM FROM TIME TO TIME BY THE BOARD AND THE CHIEF EXECUTIVE OFFICER, SO LONG
AS SAME ARE OTHERWISE CONSISTENT WITH THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF EXECUTIVE'S INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS OR DISABILITY, EXECUTIVE SHALL HAVE BEEN INCAPABLE OF
PERFORMING HIS DUTIES HEREUNDER EVEN WITH A REASONABLE ACCOMMODATION ON A
FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR CONSECUTIVE MONTHS OR ANY 120 DAYS
IN A 180-DAY PERIOD, AND WITHIN 30 DAYS AFTER WRITTEN NOTICE OF TERMINATION (AS
DEFINED IN SECTION 6(D)) IS GIVEN HE SHALL NOT HAVE RETURNED TO THE PERFORMANCE
OF HIS DUTIES HEREUNDER ON A FULL-TIME BASIS, THE EMPLOYER MAY TERMINATE
EXECUTIVE'S EMPLOYMENT HEREUNDER.
(III)
CAUSE.
THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR CAUSE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN
EXECUTIVE'S:
(A) ENGAGING IN CONDUCT WHICH IS A FELONY; (B) MATERIAL BREACH OF
ANY OF HIS OBLIGATIONS UNDER SECTIONS 8(A) THROUGH 8(E) OF THIS AGREEMENT; (C)
WILLFUL MISCONDUCT OF A MATERIAL NATURE OR GROSS NEGLIGENCE WITH REGARD TO THE
EMPLOYER OR ANY OF ITS AFFILIATES; (D) MATERIAL FRAUD WITH REGARD TO THE
EMPLOYER OR ANY OF ITS AFFILIATES; OR (E) FAILURE TO COMPETENTLY PERFORM HIS
DUTIES WHICH FAILURE IS NOT CURED WITHIN 30 DAYS AFTER RECEIVING NOTICE FROM THE
EMPLOYER SPECIFICALLY IDENTIFYING THE MANNER IN WHICH EXECUTIVE HAS FAILED TO
PERFORM (IT BEING UNDERSTOOD THAT, FOR THIS PURPOSE, THE MANNER AND LEVEL OF
EXECUTIVE'S PERFORMANCE SHALL NOT BE DETERMINED BASED ON THE FINANCIAL
PERFORMANCE (INCLUDING WITHOUT LIMITATION THE PERFORMANCE OF THE STOCK) OF THE
EMPLOYER).
4
(IV)
WITHOUT CAUSE.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
BY THE EMPLOYER AT ANY TIME WITH OR WITHOUT CAUSE (AS DEFINED IN SECTION
6(A)(III) ABOVE), BY THE CHIEF EXECUTIVE OFFICER OF THE EMPLOYER OR A MAJORITY
VOTE OF ALL OF THE MEMBERS OF THE BOARD UPON WRITTEN NOTICE TO EXECUTIVE,
SUBJECT ONLY TO THE SEVERANCE PROVISIONS SPECIFICALLY SET FORTH IN SECTION 7.
(B)
TERMINATION BY EXECUTIVE.
(I)
DISABILITY.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT HEREUNDER FOR
DISABILITY WITHIN THE MEANING OF SECTION 6(A)(II) ABOVE.
(II)
WITH GOOD REASON.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE
TERMINATED BY EXECUTIVE WITH GOOD REASON BY WRITTEN NOTICE TO THE BOARD
PROVIDING AT LEAST TEN (10) DAYS NOTICE PRIOR TO SUCH TERMINATION.
FOR PURPOSES
OF THIS AGREEMENT, TERMINATION WITH "GOOD REASON" SHALL MEAN THE OCCURRENCE OF
ONE OF THE FOLLOWING EVENTS WITHIN SIXTY (60) DAYS PRIOR TO SUCH TERMINATION:
(A)