THE TERMINATION OR OTHER EXPIRATION OF THIS
AGREEMENT, YOUR EMPLOYMENT UNDER THIS AGREEMENT WILL AUTOMATICALLY TERMINATE.
"DISABILITY" MEANS ANY PHYSICAL OR MENTAL ILLNESS THAT RENDERS YOU UNABLE TO
PERFORM YOUR AGREED-UPON SERVICES UNDER THIS AGREEMENT FOR 90 CONSECUTIVE DAYS
OR AN AGGREGATE OF 120 DAYS, WHETHER OR NOT CONSECUTIVE, DURING ANY CONSECUTIVE
12-MONTH PERIOD.
DISABILITY SHALL BE DETERMINED BY A LICENSED PHYSICIAN
SELECTED BY THE COMPANY THAT IS NOT AFFILIATED WITH YOU OR THE COMPANY.
IN THE
EVENT OF YOUR DEATH OR DISABILITY, THE AMOUNTS DUE YOU PURSUANT TO THIS
AGREEMENT THROUGH THE DATE OF YOUR DEATH OR DISABILITY WILL BE PAID TO YOU OR
YOUR BENEFICIARIES.
5.
TERMINATION FOR JUST CAUSE.
YOUR
EMPLOYMENT UNDER THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY BY THE COMPANY FOR
"JUST CAUSE" (AS SUCH TERM IS DEFINED IN COMMON LAW).
IF THE COMPANY ALLEGES
JUST CAUSE, IT WILL SPECIFY IN WRITING THE REASONS AND YOU SHALL HAVE TEN (10)
BUSINESS DAYS FROM THE DATE SUCH NOTICE IS GIVEN IN WHICH TO CURE SUCH CAUSE.
ABSENT SUCH CURE WITHIN THE CURE PERIOD, YOUR EMPLOYMENT SHALL BE DEEMED
TERMINATED FOR JUST CAUSE ON THE DATE SUCH NOTICE WAS GIVEN.
JUST CAUSE SHALL
INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
(A)
GROSS NEGLIGENCE OR A MATERIAL VIOLATION BY
YOU OF ANY DUTY OR ANY OTHER MATERIAL OR REPETITIVE MISCONDUCT OR FAILURE ON
YOUR PART;
(B)
YOUR CONVICTION BY OR ENTRY OF A PLEA OF
GUILTY OR NO CONTEST IN A COURT OF COMPETENT AND FINAL JURISDICTION FOR ANY
CRIME THAT IS PUNISHED BY IMPRISONMENT; OR
(C)
YOUR COMMISSION OF AN ACT OF FRAUD, WHETHER
PRIOR TO OR SUBSEQUENT TO THE DATE OF THIS AGREEMENT, UPON THE COMPANY OR ANY OF
ITS AFFILIATES.
In the event of termination for "just cause," this Agreement will terminate, and
your salary and unexercised stock options will terminate as of the date of
termination for just cause, beyond which point in time the Company shall have no
further obligations to you whatsoever, unless otherwise required by law.
6.
OTHER TERMINATION.
(A)
SEVERANCE PAY.
THE COMPANY MAY TERMINATE
THIS AGREEMENT AT ANY TIME AND WITHOUT JUST CAUSE AT THE COMPANY'S SOLE
DISCRETION, EFFECTIVE FIVE (5) DAYS AFTER NOTICE TO YOU, SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT.
UPON THE TERMINATION OF THIS AGREEMENT FOR OTHER
THAN "JUST CAUSE", OR UPON A TERMINATION OF THIS AGREEMENT BY EMPLOYEE FOR GOOD
REASON (AS DEFINED BELOW), THE COMPANY SHALL CONTINUE DURING THE TERM OF YOUR
EMPLOYMENT HEREUNDER TO PAY TO YOU IN MONTHLY INSTALLMENTS, AS SEVERANCE PAY,
YOUR FULL BASE SALARY IN EFFECT AT THE TIME OF SUCH TERMINATION.
YOUR RIGHT TO
SEVERANCE PAY SHALL TERMINATE IN THE EVENT YOU BREACH ANY OF THE TERMS OF
SECTIONS 7, 8 OR 9 OF THIS AGREEMENT.
In the event of termination of this Agreement (A) by the Company for other than
"just cause" and other than upon your death or disability, or (B) by you for
Good Reason, each Option (a) shall immediately vest and (b) shall be