(INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY MANAGEMENT, BUSINESS OR
OPERATIONAL MATTER,
7
STRATEGY, PLAN, PROPOSAL, INITIATIVE OR DECISION, ANY ISSUE REGARDING THE
HIRING, FIRING, APPOINTMENT OR REMOVAL OF ANY DIRECTOR, OFFICER, EMPLOYEE,
AGENT, CONSULTANT, ADVISOR OR CONTRACTOR, ANY PROPOSED TRANSACTION, VENTURE,
AFFILIATION OR ALLIANCE, OR ANY CHANGE IN BUSINESS, STRUCTURE, ORGANIZATION,
MANAGEMENT OR OPERATIONS).
EXECUTIVE MAY NOT BE TERMINATED FOR CAUSE UNLESS AND
UNTIL THERE SHALL HAVE BEEN DELIVERED TO HIM, WITHIN 90 DAYS AFTER THE COMPANY
FIRST HAD ACTUAL KNOWLEDGE OF THE MOST RECENT CONDUCT OR EVENT COMPRISING AN
ELEMENT OF THE ALLEGED GROUND FOR TERMINATION FOR CAUSE (IT NOT BEING NECESSARY
THAT ALL ELEMENTS COMPRISING THE ALLEGED GROUND FOR TERMINATION FOR CAUSE HAVE
OCCURRED WITHIN SUCH 90 DAY PERIOD), A COPY OF A RESOLUTION DULY ADOPTED BY THE
BOARD OF DIRECTORS BY A VOTE OF DIRECTORS CONSTITUTING A MAJORITY OF THE BOARD
OF DIRECTORS (EXCLUDING EXECUTIVE) AT A MEETING OF THE BOARD OF DIRECTORS AT
WHICH A QUORUM IS PHYSICALLY PRESENT IN PERSON AND WHICH IS CALLED AND HELD FOR
SUCH PURPOSE (AFTER GIVING EXECUTIVE REASONABLE NOTICE OF THE SPECIFIC GROUNDS
FOR SUCH TERMINATION INCLUDING A REASONABLY DETAILED STATEMENT OF THE FACTS AND
CIRCUMSTANCES CLAIMED AS THE BASIS FOR SUCH TERMINATION AND, EXCEPT IF A FELONY
CONVICTION IS THE GROUNDS FOR TERMINATION, 30 DAYS TO CORRECT SUCH GROUNDS, AND
AFFORDING EXECUTIVE AND HIS COUNSEL THE OPPORTUNITY TO BE HEARD BEFORE THE BOARD
OF DIRECTORS) FINDING THAT, IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS,
EXECUTIVE WAS GUILTY OF CONDUCT CONSTITUTING CAUSE (THE "CAUSE RESOLUTION").
THE COMPANY'S DELIVERY OF THE CAUSE RESOLUTION TO EXECUTIVE SHALL BE ACCOMPANIED
OR FOLLOWED BY DELIVERY BY THE COMPANY TO EXECUTIVE OF A WRITTEN NOTICE OF
TERMINATION FOR CAUSE REFERRING TO THIS SECTION 4(C), STATING THE GROUNDS FOR
SUCH TERMINATION (WHICH SHALL BE THE SAME GROUNDS AS SET FORTH IN THE CAUSE
RESOLUTION) AND SPECIFYING THE EFFECTIVE DATE OF SUCH TERMINATION FOR CAUSE,
WHICH DATE SHALL BE NO EARLIER THAN 31 DAYS AFTER THE DATE ON WHICH EXECUTIVE
RECEIVES SUCH WRITTEN NOTICE OF TERMINATION FOR CAUSE (THE "CAUSE TERMINATION
NOTICE"), PROVIDED THAT AT ANY TIME PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION, THE BOARD OF DIRECTORS MAY, IN ACCORDANCE WITH THE NEXT SENTENCE,
RELIEVE EXECUTIVE OF ALL OR A PORTION OF HIS DUTIES AND TREAT HIM AS A SUSPENDED
EMPLOYEE OF THE COMPANY, AND UNTIL THE TERMINATION DATE EXECUTIVE SHALL BE
ENTITLED TO CONTINUE TO RECEIVE ALL COMPENSATION AND BENEFITS UNDER THIS
AGREEMENT AS IF HE HAD NOT BEEN SUSPENDED OR GIVEN NOTICE OF TERMINATION (AND
SUCH SUSPENSION FOR THE AVOIDANCE OF DOUBT SHALL NOT CONSTITUTE "GOOD REASON"
FOR PURPOSES OF THIS AGREEMENT).
ANY SUCH SUSPENSION SHALL BE EFFECTED EITHER
(I) PURSUANT TO THE CAUSE RESOLUTION OR (II) PURSUANT TO A RESOLUTION OTHERWISE
APPROVED (WHICH APPROVAL NEED NOT BE BY MEETING ON FORMAL NOTICE) EITHER BY A
MAJORITY OF THE BOARD OF DIRECTORS (EXCLUDING EXECUTIVE) OR, IF A MAJORITY OF
THE BOARD OF DIRECTORS CANNOT REASONABLY BE CONVENED PROMPTLY