(VI)
BARRED FROM OFFICE.
MY BECOMING BARRED OR PROHIBITED BY THE SEC FROM
HOLDING MY POSITION WITH THE COMPANY.
(VII)
MATERIAL BREACH OF COMPANY POLICY OR CODE OF ETHICS.
MY MATERIAL
BREACH OF ANY COMPANY POLICY (PROVIDED THAT I HAVE BEEN PROVIDED WITH A COPY OF
OR ACCESS TO, OR AM OTHERWISE AWARE OF, THE POLICY) OR OF THE COMPANY'S CODE OF
ETHICS.
(VIII)
FAILURE TO PERFORM DUTIES.
MY CONTINUED FAILURE OR REFUSAL TO PERFORM
ANY MATERIAL DUTY OR RESPONSIBILITY UNDER THIS AGREEMENT (OTHER THAN BY REASON
OF PHYSICAL OR MENTAL ILLNESS, INJURY, OR CONDITION) AFTER HAVING RECEIVED 10
DAYS' NOTICE FROM THE BOARD.
(C)
TERMINATION FOR DISABILITY.
EXCEPT AS PROHIBITED BY APPLICABLE
LAW, THE COMPANY MAY TERMINATE MY EMPLOYMENT ON ACCOUNT OF DISABILITY, OR MAY
TRANSFER ME TO INACTIVE EMPLOYMENT STATUS, WHICH SHALL HAVE THE SAME EFFECT
UNDER THIS AGREEMENT AS A TERMINATION FOR DISABILITY.
"DISABILITY" MEANS A
PHYSICAL OR MENTAL ILLNESS, INJURY, OR CONDITION THAT PREVENTS ME FROM
PERFORMING SUBSTANTIALLY ALL OF MY DUTIES UNDER THIS AGREEMENT FOR AT LEAST 120
CONSECUTIVE CALENDAR DAYS OR FOR AT LEAST 180 CALENDAR DAYS, WHETHER OR NOT
CONSECUTIVE, IN ANY 365 CALENDAR DAY PERIOD, OR IS LIKELY TO DO SO, AS CERTIFIED
BY A PHYSICIAN SELECTED BY THE BOARD.
(D)
DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY.
THE COMPANY MAY
TERMINATE MY EMPLOYMENT AT ANY TIME FOR ANY REASON, AND WITHOUT ADVANCE NOTICE.
IF I AM TERMINATED BY THE COMPANY OTHER THAN FOR CAUSE UNDER SECTION 5(B) OR
DISABILITY UNDER SECTION 5(C), I WILL ONLY RECEIVE THE SPECIAL BENEFITS PROVIDED
FOR A DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY UNDER SECTION 5(A) IF I SIGN
A SEPARATION AGREEMENT AND GENERAL RELEASE IN THE FORM ATTACHED HERETO AS
SCHEDULE A AND DO NOT THEREAFTER REVOKE THE RELEASE.
(E)
RESIGNATION.
IF I RESIGN OTHER THAN FOR GOOD REASON, THE COMPANY
MAY ACCEPT MY RESIGNATION EFFECTIVE ON THE DATE SET FORTH IN MY NOTICE OR ANY
EARLIER DATE. IF I RESIGN OTHER THAN FOR GOOD REASON, I AGREE THAT THE
RESTRICTED PERIOD (AS DEFINED IN SECTION 6(B)) SHALL BEGIN ON THE DATE OF MY
RESIGNATION.
IF I RESIGN FOR GOOD REASON, MY EMPLOYMENT WILL END ON MY LAST
DATE OF WORK AND I WILL RECEIVE THE BENEFITS TO WHICH I AM ENTITLED UNDER
SECTION 5(A), BUT ONLY IF I SIGN THE SEPARATION AGREEMENT AND GENERAL RELEASE
DESCRIBED IN SECTION 5(D), ABOVE, AND I DO NOT THEREAFTER REVOKE THE RELEASE.
"GOOD REASON" MEANS THAT, WITHOUT MY EXPRESS WRITTEN CONSENT AND THROUGH NO
FAULT OF MY OWN, ONE OR MORE OF THE FOLLOWING EVENTS OCCURRED AFTER MY EXECUTION
OF THIS AGREEMENT:
(I)
DEMOTION.
I AM ASSIGNED ANY DUTIES, RESPONSIBILITIES OR TITLE
MATERIALLY INCONSISTENT WITH MY RIGHTS UNDER THIS AGREEMENT.
(II)
COMPENSATION REDUCTION.
MY COMPENSATION PROVIDED FOR UNDER THIS
AGREEMENT IS MATERIALLY REDUCED (OTHER THAN ANY REDUCTION RESULTING FROM THE
GOOD FAITH APPLICATION BY THE COMPENSATION COMMITTEE OF PERFORMANCE FACTORS
UNDER THE LTIP).
7
(III)
RELOCATION.
THE COMPANY REQUIRES ME, WITHOUT MY CONSENT, TO BE BASED