SUBSTANTIALLY ALL OF HIS DUTIES
AND RESPONSIBILITIES HEREUNDER, NOTWITHSTANDING THE PROVISION OF ANY REASONABLE
ACCOMMODATION, FOR ONE HUNDRED AND EIGHTY (180) DAYS DURING ANY PERIOD OF THREE
HUNDRED AND SIXTY-FIVE (365) CONSECUTIVE CALENDAR DAYS ("DISABILITY").
IN THE
EVENT OF SUCH TERMINATION, THE COMPANY SHALL HAVE NO FURTHER OBLIGATION TO THE
EXECUTIVE, OTHER THAN FOR PAYMENT OF FINAL COMPENSATION.
(II)
THE BOARD MAY DESIGNATE ANOTHER EMPLOYEE
TO ACT IN THE EXECUTIVE'S PLACE DURING ANY PERIOD OF THE EXECUTIVE'S
DISABILITY.
NOTWITHSTANDING ANY SUCH DESIGNATION, THE EXECUTIVE SHALL CONTINUE
TO RECEIVE THE BASE SALARY IN ACCORDANCE WITH SECTION 4(A) AND BENEFITS IN
ACCORDANCE WITH SECTION 4(E), TO THE EXTENT PERMITTED BY THE THEN-CURRENT TERMS
OF THE APPLICABLE BENEFIT PLANS, UNTIL THE EXECUTIVE BECOMES ELIGIBLE FOR
DISABILITY INCOME BENEFITS UNDER THE COMPANY'S DISABILITY INCOME PLAN OR UNTIL
THE TERMINATION OF HIS EMPLOYMENT, WHICHEVER SHALL FIRST OCCUR.
(III)
WHILE RECEIVING DISABILITY INCOME PAYMENTS
UNDER THE COMPANY'S DISABILITY INCOME PLAN, THE EXECUTIVE SHALL NOT BE ENTITLED
TO RECEIVE ANY BASE SALARY UNDER SECTION 4(A) HEREOF, BUT SHALL CONTINUE TO
PARTICIPATE IN COMPANY BENEFIT PLANS IN ACCORDANCE WITH SECTION 4(E) AND THE
TERMS OF SUCH PLANS, UNTIL THE TERMINATION OF HIS EMPLOYMENT.
(IV)
IF ANY QUESTION SHALL ARISE AS TO WHETHER
DURING ANY PERIOD THE EXECUTIVE IS DISABLED THROUGH ANY ILLNESS, INJURY,
ACCIDENT OR CONDITION OF EITHER A PHYSICAL OR PSYCHOLOG­ICAL NATURE SO AS TO BE
UNABLE TO PERFORM SUBSTANTIALLY ALL OF HIS DUTIES AND RESPONSIBILITIES
HEREUNDER, THE EXECUTIVE MAY, AND AT THE REQUEST OF THE COMPANY SHALL, SUBMIT TO
A MEDICAL EXAMINATION BY A PHYSICIAN SELECTED BY THE COMPANY TO WHOM THE
EXECUTIVE OR HIS DULY APPOINTED GUARDIAN, IF ANY, HAS NO REASONABLE OBJECTION TO
DETERMINE WHETHER THE EXECUTIVE IS SO DISABLED AND SUCH DETERMINATION SHALL FOR
THE PURPOSES OF THIS AGREEMENT BE CONCLUSIVE OF THE ISSUE.
IF SUCH QUESTION
SHALL ARISE
4
AND THE EXECUTIVE SHALL FAIL TO SUBMIT TO SUCH MEDICAL EXAMINATION, THE
COMPANY'S DETERMINATION OF THE ISSUE SHALL BE BINDING ON THE EXECUTIVE.
(C)
BY THE COMPANY FOR CAUSE.
THE COMPANY MAY
TERMINATE THE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR CAUSE AT ANY TIME UPON NOTICE
TO THE EXECUTIVE SETTING FORTH IN REASONABLE DETAIL THE NATURE OF SUCH CAUSE.
"CAUSE" SHALL MEAN THE FOLLOWING EVENTS OR CONDITIONS, AS DETERMINED BY THE
BOARD IN ITS REASONABLE JUDGMENT:
(I) THE EXECUTIVE'S REFUSAL OR FAILURE TO
PERFORM (OTHER THAN BY REASON OF DISABILITY), OR MATERIAL NEGLIGENCE IN THE
PERFORMANCE OF, HIS DUTIES AND RESPONSIBILITIES TO THE COMPANY OR ANY OF ITS
AFFILIATES, OR REFUSAL OR FAILURE TO FOLLOW OR CARRY OUT ANY REASONABLE
DIRECTION OF THE BOARD, AND THE CONTINUANCE OF SUCH REFUSAL, FAILURE OR
NEGLIGENCE FOR A PERIOD OF TEN (10) DAYS AFTER NOTICE TO THE EXECUTIVE; (II) THE
MATERIAL BREACH BY THE EXECUTIVE OF ANY PROVISION OF ANY MATERIAL AGREEMENT
BETWEEN THE EXECUTIVE AND THE COMPANY OR ANY OF ITS AFFILIATES; (III) FRAUD,
EMBEZZLEMENT, THEFT OR OTHER DISHONESTY BY THE EXECUTIVE WITH RESPECT TO THE
COMPANY OR ANY OF ITS AFFILIATES; (IV) THE CONVICTION OF,