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:
(I) EXECUTIVE'S ENGAGING IN CONDUCT WHICH IS A FELONY; (II)
EXECUTIVE'S ENGAGING IN CONDUCT CONSTITUTING A MATERIAL BREACH OF FIDUCIARY
DUTY, GROSS NEGLIGENCE OR WILLFUL AND MATERIAL MISCONDUCT, MATERIAL FRAUD OR
WILLFUL AND MATERIAL MISREPRESENTATION; (III) EXECUTIVE'S MATERIAL BREACH OF ANY
OF HIS OBLIGATIONS UNDER SECTION 8(A) THROUGH 8(E) OF THIS AGREEMENT; OR (IV)
EXECUTIVE'S FAILURE TO COMPETENTLY PERFORM HIS DUTIES 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).
(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 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.
4
(II)
WITH GOOD REASON.
EXECUTIVE'S EMPLOYMENT
HEREUNDER MAY BE TERMINATED BY EXECUTIVE WITH GOOD REASON EFFECTIVE IMMEDIATELY
BY WRITTEN NOTICE TO THE BOARD.
FOR PURPOSES OF THIS AGREEMENT, WITH "GOOD
REASON" SHALL MEAN: (I) A FAILURE BY THE EMPLOYER TO PAY COMPENSATION IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3, WHICH FAILURE HAS NOT BEEN CURED
WITHIN 14 DAYS AFTER THE NOTICE OF THE FAILURE (SPECIFYING THE SAME) HAS BEEN
GIVEN BY EXECUTIVE TO THE EMPLOYER; (II) A MATERIAL BREACH BY THE EMPLOYER OF
ANY OTHER PROVISION OF THIS AGREEMENT WHICH HAS NOT BEEN CURED WITHIN 30 DAYS
AFTER NOTICE OF NONCOMPLIANCE (SPECIFYING THE NATURE OF THE NONCOMPLIANCE) HAS
BEEN GIVEN BY EXECUTIVE TO THE EMPLOYER; OR (III) HIS PRIMARY REPORTING
RELATIONSHIP CEASES TO BE TO THE CHIEF EXECUTIVE OFFICER.
ON AND AFTER THE
OCCURRENCE OF A CHANGE-IN-CONTROL (AS DEFINED IN SECTION 6(C) BELOW), "GOOD
REASON" SHALL ALSO INCLUDE, IN ADDITION TO THE FOREGOING:
(A)
a change in duties, responsibilities, status or
positions with the Employer that does not represent a promotion from or
maintaining of Executive's duties, responsibilities, status or positions as in
effect immediately prior to the Change-in-Control, or any removal of Executive
from or any failure to reappoint or reelect Executive to such positions, except
in connection with the termination of Executive's employment for Cause,
disability, retirement or death;
(B)
a reduction by the Employer in Executive's
Base Salary or bonus compensation as in effect immediately prior to the
Change-in-Control;
(C)
the failure by the Employer to continue in
effect any of the benefit plans including, but not limited to ongoing stock
option and equity awards, in which Executive is participating at the time of the
Change-in-Control of the