THIS AGREEMENT, "CAUSE" SHALL MEAN
(I) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A MATERIAL NATURE BY EXECUTIVE IN
THE PERFORMANCE OF HIS DUTIES; (II) EXECUTIVE'S BEING CONVICTED OF, OR PLEADING
GUILTY OR NOLO CONTENDERE TO A FELONY (OTHER THAN A TRAFFIC VIOLATION);
(III) EXECUTIVE'S WILLFUL THEFT OR EMBEZZLEMENT FROM THE COMPANY OR ITS
AFFILIATES; (IV) WILLFUL AND SUBSTANTIAL FAILURE OF EXECUTIVE TO PERFORM HIS
DUTIES OR ANY OTHER MATERIAL BREACH BY EXECUTIVE OF ANY MATERIAL PROVISION OF
THIS AGREEMENT, WHICH IS NOT CURED (IF CURABLE) BY EXECUTIVE WITHIN THIRTY (30)
DAYS FOLLOWING HIS RECEIPT OF WRITTEN NOTICE THEREOF.
FOR THE PURPOSES OF THIS
DEFINITION, NO ACT, OR FAILURE TO ACT, ON THE PART OF EXECUTIVE SHALL BE
CONSIDERED "WILLFUL," UNLESS DONE, OR OMITTED TO BE DONE, BY HIM IN BAD FAITH
AND WITHOUT REASONABLE BELIEF THAT HIS ACTION OR OMISSION WAS IN, OR NOT OPPOSED
TO, THE BEST INTEREST OF THE COMPANY (INCLUDING REPUTATIONALLY).
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY NOT TERMINATE EXECUTIVE FOR CAUSE
UNLESS PRIOR TO SUCH TERMINATION: (X) EXECUTIVE IS GIVEN FIVE (5) BUSINESS DAYS
WRITTEN NOTICE SPECIFYING THE ALLEGED CAUSE EVENT AND IS ENTITLED TO APPEAR WITH
COUNSEL UPON WRITTEN REQUEST, MADE WITHIN FIVE (5) BUSINESS DAYS OF RECEIVING
SUCH NOTICE, BEFORE A MEETING OF THE FULL BOARD, WHICH MAY BE TELEPHONIC, WITHIN
A REASONABLE TIME AFTER SUCH REQUEST TO PRESENT INFORMATION REGARDING HIS VIEWS
ON THE CAUSE EVENT, AND (Y) AFTER SUCH MEETING OR EXECUTIVE'S FAILURE TO REQUEST
SUCH A MEETING, THERE IS A MAJORITY VOTE OF THE FULL BOARD (EXCLUDING EXECUTIVE)
TO TERMINATE EXECUTIVE FOR CAUSE.
AFTER PROVIDING THE NOTICE IN FOREGOING
SENTENCE, THE BOARD MAY SUSPEND EXECUTIVE WITH FULL PAY AND BENEFITS UNTIL A
FINAL DETERMINATION HAS BEEN MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH
ABOVE.
(D)
WITHOUT CAUSE.
THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER WITHOUT CAUSE AT ANY TIME BY
PROVIDING EXECUTIVE WITH A NOTICE OF TERMINATION.
(E)
BY EXECUTIVE FOR GOOD REASON.
EXECUTIVE
SHALL HAVE THE RIGHT TO TERMINATE HIS EMPLOYMENT HEREUNDER FOR GOOD REASON BY
PROVIDING THE COMPANY WITH A NOTICE OF TERMINATION.
FOR PURPOSES OF THIS
AGREEMENT, EXECUTIVE SHALL HAVE "GOOD REASON" TO TERMINATE HIS EMPLOYMENT
HEREUNDER IF, WITHOUT EXECUTIVE'S WRITTEN CONSENT, ANY OF THE FOLLOWING EVENTS
OCCURS THAT ARE NOT CURED BY THE COMPANY WITHIN THIRTY (30) DAYS OF WRITTEN
NOTICE SPECIFYING THE OCCURRENCE SUCH GOOD REASON EVENT, WHICH NOTICE SHALL BE
GIVEN BY EXECUTIVE TO THE COMPANY WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE
OF THE GOOD REASON EVENT: (I) A MATERIAL DIMINUTION IN EXECUTIVE'S THEN
AUTHORITY, DUTIES OR RESPONSIBILITIES; (II) A MATERIAL DIMINUTION IN EXECUTIVE'S
REPORTING REQUIREMENTS SUCH THAT EXECUTIVE IS NO LONGER REPORTING TO THE BOARD;
(III) A MATERIAL DIMINUTION IN EXECUTIVE'S BASE SALARY; (IV) A RELOCATION OF
EXECUTIVE'S PRINCIPAL BUSINESS LOCATION TO A LOCATION OUTSIDE OF DALLAS, TEXAS;
OR (V) ANY MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY.
EXECUTIVE'S
TERMINATION HEREUNDER FOR GOOD REASON SHALL NOT OCCUR LATER THAN ONE HUNDRED
EIGHTY (180) DAYS FOLLOWING THE INITIAL