EMPLOYMENT OF THE EXECUTIVE UNDER THIS AGREEMENT SHALL TERMINATE UPON
THE OCCURRENCE OF ANY OF THE FOLLOWING:
4.1
AT THE ELECTION OF THE EXECUTIVE IF THE
COMPANY FAILS TO NAME HIM CHIEF EXECUTIVE OFFICER OF THE COMPANY WITHIN SIX (6)
MONTHS FROM THE COMMENCEMENT DATE, ON THE DATE OF SUCH ELECTION.
4.2
ON THE EXPIRATION DATE OF THE EMPLOYMENT
PERIOD.
4.3
AT THE ELECTION OF THE COMPANY, FOR CAUSE
(AS DEFINED BELOW), IMMEDIATELY UPON WRITTEN NOTICE BY THE COMPANY TO THE
EXECUTIVE, WHICH NOTICE SHALL IDENTIFY THE CAUSE UPON WHICH TERMINATION IS
BASED.
FOR THE PURPOSES OF THIS SECTION 4.3, CAUSE FOR TERMINATION SHALL MEAN:
(A) THE EXECUTIVE'S WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM HIS
REASONABLE ASSIGNED DUTIES (OTHER THAN ANY SUCH FAILURE RESULTING FROM
INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS OR ANY FAILURE AFTER THE EXECUTIVE
GIVES NOTICE OF TERMINATION FOR GOOD REASON AND GOOD REASON EXISTS), WHICH
FAILURE IS NOT CURED WITHIN 30 DAYS AFTER A WRITTEN DEMAND FOR SUBSTANTIAL
PERFORMANCE IS RECEIVED BY THE EXECUTIVE FROM THE BOARD OF DIRECTORS OF THE
COMPANY WHICH SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE BOARD OF DIRECTORS
BELIEVES THE EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED THE EXECUTIVE'S DUTIES;
(B) THE EXECUTIVE'S WILLFUL ENGAGEMENT IN ILLEGAL CONDUCT OR GROSS MISCONDUCT
WHICH IS MATERIALLY AND DEMONSTRABLY INJURIOUS TO THE
6
COMPANY; OR (C) A MATERIAL BREACH OF SECTION 6 OR 7 THIS AGREEMENT BY THE
EXECUTIVE.
FOR PURPOSES OF THIS SECTION 4.3, NO ACT OR FAILURE TO ACT BY THE
EXECUTIVE SHALL BE CONSIDERED "WILLFUL" UNLESS IT IS DONE, OR OMITTED TO BE
DONE, IN BAD FAITH AND WITHOUT REASONABLE BELIEF THAT THE EXECUTIVE'S ACTION OR
OMISSION WAS IN THE BEST INTERESTS OF THE COMPANY.
4.4
UPON THE DEATH OR DISABILITY OF THE
EXECUTIVE.
AS USED IN THIS AGREEMENT, THE TERM "DISABILITY" SHALL MEAN THE
EXECUTIVE'S ABSENCE FROM THE FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES
WITH THE COMPANY FOR ONE HUNDRED EIGHTY (180) CONSECUTIVE CALENDAR DAYS AS A
RESULT OF INCAPACITY DUE TO MENTAL OR PHYSICAL ILLNESS WHICH IS DETERMINED TO BE
TOTAL AND PERMANENT BY A PHYSICIAN SELECTED BY THE COMPANY OR ITS INSURERS AND
ACCEPTABLE TO THE EXECUTIVE OR THE EXECUTIVE'S LEGAL REPRESENTATIVE.
4.5
AT THE ELECTION OF THE EXECUTIVE FOR GOOD
REASON AS DEFINED HEREIN.
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT FOR GOOD
REASON AT ANY TIME, FOLLOWING 30-DAYS PRIOR WRITTEN NOTICE OF SUCH TERMINATION
TO THE COMPANY.
SUCH NOTICE SHALL PROVIDE FACTUAL DETAILS OF THE BASIS BEHIND
SUCH TERMINATION AND THE COMPANY SHALL HAVE A THIRTY (30) DAY PERIOD THEREAFTER
TO CURE SUCH MATTER.
AS USED HEREIN, THE TERM "GOOD REASON" SHALL MEAN:
(A) A
MATERIAL BREACH BY THE COMPANY OF THE TERMS OF THIS AGREEMENT, INCLUDING THE
FAILURE TO PAY BASE SALARY OR ANY ANNUAL BONUS WHEN DUE; OR (B) ANY MATERIAL
ADVERSE CHANGE BY THE COMPANY IN EXECUTIVE'S TITLES, AUTHORITIES, DUTIES,
RESPONSIBILITIES OR LINES OF REPORTING INCONSISTENT WITH THE TERMS HEREOF OR THE
ASSIGNMENT TO EXECUTIVE BY THE COMPANY OF TITLES, AUTHORITIES, DUTIES,
RESPONSIBILITIES