THE FINANCIAL CONDITION OR BUSINESS REPUTATION OF THE COMPANY OR ANY
OF ITS AFFILIATES, (C) EXECUTIVE'S CONVICTION OF, OR PLEA OF GUILTY OR NOLO
CONTENDERE TO, A CRIME CONSTITUTING (Y) A FELONY UNDER THE LAWS OF THE UNITED
STATES OR ANY STATE THEREOF OR (Z) A MISDEMEANOR INVOLVING MISCONDUCT BY
EXECUTIVE IN HIS PERSONAL OR PROFESSIONAL CONDUCT PUNISHABLE BY IMPRISONMENT OF
MORE THAN THREE DAYS OR A FINE IN EXCESS OF $5,000 (OTHER THAN A TRAFFIC
VIOLATION), WHICH IS REASONABLY LIKELY TO DAMAGE THE BUSINESS, PROSPECTS OR
REPUTATION OF THE COMPANY OR ANY OF ITS AFFILIATES IN ANY RESPECT, (D)
EXECUTIVE'S WILLFUL MALFEASANCE OR WILLFUL MISCONDUCT IN CONNECTION WITH
EXECUTIVE'S DUTIES HEREUNDER OR ANY ACT OR OMISSION WHICH IS INJURIOUS (OTHER
THAN IN SOME IMMATERIAL OR DE MINIMIS RESPECT) TO THE FINANCIAL CONDITION OR
BUSINESS REPUTATION OF THE COMPANY OR ANY OF ITS AFFILIATES OR (E) EXECUTIVE'S
BREACH OF THE PROVISIONS OF SECTION 9 OR 10 OF THIS AGREEMENT (OTHER THAN A
BREACH WHICH IS INSUBSTANTIAL AND INSIGNIFICANT, TAKING INTO ACCOUNT ALL OF THE
CIRCUMSTANCES); PROVIDED, HOWEVER, THAT ANY EVENT DESCRIBED IN CLAUSES (A), (B)
AND (D) OF THIS SECTION 8(A)(II) SHALL CONSTITUTE CAUSE ONLY IF EXECUTIVE FAILS
TO CURE SUCH EVENT, TO THE REASONABLE SATISFACTION OF THE BOARD, WITHIN 10 DAYS
AFTER RECEIPT FROM THE COMPANY OF WRITTEN NOTICE OF THE EVENT WHICH CONSTITUTES
CAUSE.
(III)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE
OR IF EXECUTIVE RESIGNS WITHOUT GOOD REASON, EXECUTIVE SHALL BE ENTITLED TO
RECEIVE:
(A)
THE BASE SALARY THROUGH THE DATE OF TERMINATION;
(B)
ANY ANNUAL BONUS EARNED BUT UNPAID AS OF THE DATE OF TERMINATION
FOR ANY PREVIOUSLY COMPLETED FISCAL YEAR;
(C)
REIMBURSEMENT FOR ANY UNREIMBURSED BUSINESS EXPENSES PROPERLY
INCURRED BY EXECUTIVE IN ACCORDANCE WITH COMPANY POLICY PRIOR TO THE DATE OF
EXECUTIVE'S TERMINATION; AND
(D)
SUCH EMPLOYEE BENEFITS, IF ANY, AS TO WHICH EXECUTIVE MAY BE
ENTITLED UNDER THE EMPLOYEE BENEFIT PLANS OF THE COMPANY OR ANY OF ITS
AFFILIATES, INCLUDING, WITHOUT LIMITATION, ANY VESTED ACCRUED BENEFIT UNDER THE
SERP (THE AMOUNTS DESCRIBED IN CLAUSES (A) THROUGH (D) HEREOF BEING REFERRED TO
AS THE "ACCRUED RIGHTS").
Following such termination of Executive's employment by the Company for
4
Cause or resignation by Executive without Good Reason, except as set forth in
this Section 8(a)(iii), Section 8(d) or Sections 12(k), (m) and (n), or any
payments to be made on the Delayed Payment Date, Executive shall have no further
rights to any compensation or any other benefits under this Agreement.
B.
DISABILITY OR DEATH.
(I)
THE EMPLOYMENT TERM AND EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL
TERMINATE UPON EXECUTIVE'S DEATH AND MAY BE TERMINATED BY THE COMPANY IF
EXECUTIVE BECOMES PHYSICALLY OR MENTALLY INCAPACITATED AND IS THEREFORE
REASONABLY LIKELY TO BE UNABLE FOR A PERIOD OF SIX CONSECUTIVE MONTHS OR FOR AN
AGGREGATE OF NINE MONTHS IN ANY TWELVE CONSECUTIVE MONTH PERIOD TO PERFORM
EXECUTIVE'S MATERIAL DUTIES (SUCH INCAPACITY IS HEREINAFTER REFERRED TO AS
"DISABILITY").
ANY QUESTION AS TO THE EXISTENCE OF THE DISABILITY OF EXECUTIVE