DISABILITY. UPON TERMINATION OF EMPLOYEE'S EMPLOYMENT PRIOR TO
EXPIRATION OF THE TERM BY REASON OF EMPLOYEE'S DISABILITY, THE COMPANY SHALL PAY
EMPLOYEE, WITHIN 30 DAYS OF SUCH TERMINATION IN A LUMP SUM IN CASH, (I)
EMPLOYEE'S BASE SALARY FROM THE DATE OF EMPLOYEE'S TERMINATION OF EMPLOYMENT DUE
TO DISABILITY THROUGH THE END OF THE MONTH IN WHICH SUCH TERMINATION OCCURS,
OFFSET BY ANY AMOUNTS PAYABLE TO EMPLOYEE UNDER ANY DISABILITY INSURANCE PLAN OR
POLICY PROVIDED BY THE COMPANY AND (II) ANY ACCRUED OBLIGATIONS (AS DEFINED IN
PARAGRAPH 1(F) BELOW). "DISABILITY" SHALL MEAN A CONDITION, RESULTING FROM
BODILY INJURY OR DISEASE, THAT RENDERS, AND FOR A SIX CONSECUTIVE MONTH PERIOD
HAS RENDERED, EMPLOYEE UNABLE TO PERFORM SUBSTANTIALLY THE DUTIES PERTAINING TO
HIS EMPLOYMENT WITH THE COMPANY. A RETURN TO WORK OF LESS THAN 14 CONSECUTIVE
DAYS WILL NOT BE CONSIDERED AN INTERRUPTION IN EMPLOYEE'S SIX CONSECUTIVE MONTHS
OF DISABILITY. DISABILITY WILL BE DETERMINED BY THE COMPANY ON THE BASIS OF
MEDICAL EVIDENCE SATISFACTORY TO THE COMPANY.
(C)
TERMINATION FOR CAUSE; RESIGNATION BY EMPLOYEE WITHOUT GOOD
REASON. THE COMPANY MAY TERMINATE EMPLOYEE'S EMPLOYMENT UNDER THIS AGREEMENT
WITH OR WITHOUT CAUSE AT ANY TIME. UPON TERMINATION OF EMPLOYEE'S EMPLOYMENT
PRIOR TO EXPIRATION OF THE TERM BY THE COMPANY FOR CAUSE OR UPON EMPLOYEE'S
RESIGNATION WITHOUT GOOD REASON, THIS AGREEMENT SHALL TERMINATE WITHOUT FURTHER
OBLIGATION BY THE COMPANY, EXCEPT FOR THE PAYMENT OF ANY ACCRUED OBLIGATIONS (AS
DEFINED IN PARAGRAPH 1(F) BELOW). AS USED HEREIN, "CAUSE" SHALL MEAN: (I) THE
PLEA OF GUILTY OR NOLO CONTENDERE TO, OR CONVICTION FOR, A FELONY OFFENSE OR
OTHER CRIME INVOLVING MORAL TURPITUDE BY EMPLOYEE; PROVIDED, HOWEVER, THAT AFTER
INDICTMENT, THE COMPANY MAY SUSPEND EMPLOYEE FROM THE RENDITION OF SERVICES, BUT
WITHOUT LIMITING OR MODIFYING IN ANY OTHER WAY THE COMPANY'S OBLIGATIONS TO
EMPLOYEE UNDER THIS AGREEMENT; PROVIDED, FURTHER, THAT EMPLOYEE'S EMPLOYMENT
SHALL BE IMMEDIATELY REINSTATED IF THE INDICTMENT IS DISMISSED OR OTHERWISE
DROPPED AND THERE IS NOT OTHERWISE GROUNDS TO TERMINATE EMPLOYEE'S EMPLOYMENT
FOR CAUSE; (II) A MATERIAL BREACH BY EMPLOYEE OF A FIDUCIARY DUTY OWED TO THE
COMPANY; (III) A MATERIAL BREACH BY EMPLOYEE OF ANY OF THE COVENANTS MADE BY
EMPLOYEE IN SECTION 2 HEREOF; OR (IV) THE WILLFUL OR GROSS NEGLECT BY EMPLOYEE
OF THE MATERIAL DUTIES REQUIRED BY THIS AGREEMENT. BEFORE A CESSATION OF
EMPLOYEE'S EMPLOYMENT SHALL BE DEEMED TO BE A TERMINATION OF EMPLOYEE'S
EMPLOYMENT FOR CAUSE, (A) THE COMPANY SHALL PROVIDE WRITTEN NOTICE TO EMPLOYEE
THAT IDENTIFIES THE CONDUCT DESCRIBED IN CLAUSES (II), (III) OR (IV) ABOVE, AS
APPLICABLE, AND (B) IN THE EVENT THAT THE EVENT OR CONDITION IS CURABLE,
EMPLOYEE SHALL HAVE FAILED TO REMEDY SUCH EVENT OR CONDITION WITHIN 30 DAYS
AFTER EMPLOYEE SHALL HAVE RECEIVED THE WRITTEN NOTICE FROM THE COMPANY DESCRIBED
ABOVE. AS USED HEREIN, "GOOD REASON" SHALL MEAN THE OCCURRENCE OF ANY OF THE
FOLLOWING WITHOUT EMPLOYEE'S WRITTEN CONSENT, (I) A MATERIAL ADVERSE CHANGE IN
EMPLOYEE'S TITLE, DUTIES, OPERATIONAL AUTHORITIES OR REPORTING RESPONSIBILITIES
FROM THOSE IN EFFECT IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, EXCLUDING FOR