AND THAT, IN EITHER EVENT, IS MATERIALLY
INJURIOUS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (VI) ANY OTHER MATERIAL
BREACH OF THIS AGREEMENT OR OF ANY OTHER AGREEMENT BETWEEN EXECUTIVE AND THE
COMPANY, WHICH BREACH HAS NOT BEEN CURED BY EXECUTIVE WITHIN TEN DAYS AFTER
WRITTEN NOTICE THEREOF TO EXECUTIVE FROM THE BOARD.
(G)
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN THE
INABILITY OF EXECUTIVE TO PERFORM ON A FULL-TIME BASIS THE DUTIES AND
RESPONSIBILITIES OF HIS EMPLOYMENT WITH THE COMPANY BY REASON OF HIS ILLNESS OR
OTHER PHYSICAL OR MENTAL IMPAIRMENT OR CONDITION, IF SUCH INABILITY CONTINUES
FOR AN UNINTERRUPTED PERIOD OF 180 DAYS OR MORE DURING ANY 360-DAY PERIOD.
A
PERIOD OF INABILITY SHALL BE "UNINTERRUPTED" UNLESS AND UNTIL EXECUTIVE RETURNS
TO FULL-TIME WORK FOR A CONTINUOUS PERIOD OF AT LEAST 30 DAYS.
(H)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN (I) ANY
REQUIREMENT BY THE COMPANY THAT EXECUTIVE'S PRINCIPAL OFFICE BE MOVED BY MORE
THAN FIFTY (50) MILES FROM THE WAHPETON, NORTH DAKOTA METROPOLITAN AREA WITHOUT
EXECUTIVE'S CONSENT, (II) A REDUCTION OF EXECUTIVE'S BASE SALARY OR AGGREGATE
TARGET BONUS AMOUNT (EXCEPT AS PART OF A GENERAL REDUCTION IN THE BASE SALARIES
OR AGGREGATE TARGET BONUS AMOUNTS FOR ALL EXECUTIVE OFFICERS OF THE COMPANY) OR
(III) THE MATERIAL BREACH OF ANY TERMS AND CONDITIONS OF THIS AGREEMENT BY THE
COMPANY NOT CAUSED BY EXECUTIVE; PROVIDED THAT NO SUCH OCCURRENCE SHALL
CONSTITUTE THE BASIS FOR A TERMINATION WITH "GOOD REASON" UNLESS EXECUTIVE
NOTIFIES THE COMPANY IN WRITING WITHIN 30 DAYS OF SUCH OCCURRENCE THAT EXECUTIVE
CONSIDERS SUCH OCCURRENCE TO BE THE BASIS FOR A TERMINATION WITH "GOOD REASON"
AND THE COMPANY FAILS TO CURE SUCH OCCURRENCE WITHIN 30 DAYS FOLLOWING RECEIPT
OF SUCH NOTICE; PROVIDED FURTHER THAT IF THE COMPANY FAILS TO CURE SUCH
OCCURRENCE WITHIN SUCH 30 DAY PERIOD, EXECUTIVE SHALL HAVE PERIOD OF 15 DAYS
FOLLOWING THE EXPIRATION OF SUCH 30 DAY PERIOD TO TERMINATE HIS EMPLOYMENT WITH
"GOOD REASON" ON THE BASIS OF SUCH OCCURRENCE AND IF EXECUTIVE THEREAFTER
REMAINS IN THE EMPLOY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, EXECUTIVE'S
CONTINUED EMPLOYMENT SHALL CONSTITUTE A WAIVER OF ALL RIGHTS HEREUNDER TO
TERMINATE HIS EMPLOYMENT FOR "GOOD REASON" ON THE BASIS OF SUCH OCCURRENCE.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IN THE EVENT THAT THE
COMPANY PROVIDES EXECUTIVE WITH WRITTEN NOTICE OF ITS INTENT TO MOVE EXECUTIVE'S
PRINCIPAL OFFICE BY MORE THAN FIFTY (50) MILES FROM THE ST. CLOUD METROPOLITAN
AREA (A "RELOCATION NOTICE"), AND EXECUTIVE DOES NOT NOTIFY THE COMPANY IN
WRITING WITHIN 30 DAYS FOLLOWING HIS RECEIPT OF ANY SUCH RELOCATION NOTICE THAT
EXECUTIVE WOULD CONSIDER SUCH A MOVE TO BE THE BASIS FOR A TERMINATION WITH
"GOOD REASON", THEN EXECUTIVE SHALL BE DEEMED TO WAIVE ANY AND ALL RIGHTS TO
TERMINATE HIS EMPLOYMENT FOR "GOOD REASON" IN CONNECTION WITH ANY SUCH MOVE AS
DESCRIBED IN SUCH RELOCATION NOTICE (IT ALSO BEING UNDERSTOOD AND AGREED THAT
THE COMPANY'S ABANDONMENT OF ANY SUCH CONTEMPLATED MOVE DESCRIBED IN ANY