THE TERMINATION DATE.
9.
TERMINATION FOR DISABILITY.
IF, DURING THE EMPLOYMENT PERIOD, AS A
RESULT OF THE EXECUTIVE'S DISABILITY DUE TO PHYSICAL OR MENTAL ILLNESS OR INJURY
(REGARDLESS OF WHETHER SUCH ILLNESS OR INJURY IS JOB-RELATED), THE EXECUTIVE
SHALL HAVE BEEN ABSENT FROM THE EXECUTIVE'S DUTIES HEREUNDER ON A FULL-TIME
BASIS FOR A PERIOD OF SIX CONSECUTIVE MONTHS AND, WITHIN THIRTY DAYS AFTER THE
COMPANY NOTIFIES THE EXECUTIVE IN WRITING THAT IT INTENDS TO TERMINATE THE
EXECUTIVE'S EMPLOYMENT (WHICH NOTICE SHALL NOT CONSTITUTE THE NOTICE OF
TERMINATION CONTEMPLATED BELOW), THE EXECUTIVE SHALL NOT HAVE RETURNED TO THE
PERFORMANCE OF THE EXECUTIVE'S DUTIES HEREUNDER ON A FULL-TIME BASIS, THE
COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR PURPOSES OF THIS AGREEMENT
PURSUANT TO A NOTICE OF TERMINATION GIVEN IN ACCORDANCE WITH SECTION 10.
IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED ON ACCOUNT OF THE EXECUTIVE'S DISABILITY IN
ACCORDANCE WITH THIS SECTION, THE EXECUTIVE SHALL RECEIVE ACCRUED BENEFITS
THROUGH THE TERMINATION DATE AND SHALL REMAIN ELIGIBLE FOR ALL BENEFITS PROVIDED
BY ANY LONG TERM DISABILITY PROGRAMS OF THE COMPANY IN EFFECT AT THE TIME OF
SUCH TERMINATION.
10.
TERMINATION NOTICE AND PROCEDURE.
ANY COVERED TERMINATION BY THE COMPANY
OR THE EXECUTIVE SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF TERMINATION
("NOTICE OF TERMINATION") TO THE EXECUTIVE, IF SUCH NOTICE IS GIVEN BY THE
COMPANY, AND TO THE COMPANY, IF SUCH NOTICE IS GIVEN BY THE EXECUTIVE, ALL IN
ACCORDANCE WITH THE FOLLOWING PROCEDURES AND THOSE SET FORTH IN SECTION 18:
(A)
IF SUCH TERMINATION IS FOR DISABILITY OR CAUSE, THE NOTICE
OF TERMINATION SHALL INDICATE IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES
ALLEGED TO PROVIDE A BASIS FOR SUCH TERMINATION.
(B)
ANY NOTICE OF TERMINATION BY THE COMPANY SHALL HAVE BEEN
APPROVED, PRIOR TO THE GIVING THEREOF TO THE EXECUTIVE, BY A RESOLUTION DULY
ADOPTED BY A MAJORITY OF THE DIRECTORS OF THE COMPANY (OR ANY SUCCESSOR
CORPORATION) THEN IN OFFICE.
(C)
IF THE NOTICE IS GIVEN BY THE COMPANY, THEN THE EXECUTIVE
MAY CEASE PERFORMING HIS DUTIES HEREUNDER ON THE DATE OF RECEIPT OF THE NOTICE
OF TERMINATION, SUBJECT TO THE EXECUTIVE'S RIGHTS HEREUNDER.
(D)
THE EXECUTIVE SHALL HAVE THIRTY DAYS, OR SUCH LONGER
PERIOD AS THE COMPANY MAY DETERMINE TO BE APPROPRIATE, TO CURE ANY CONDUCT OR
ACT, IF CURABLE, ALLEGED TO PROVIDE GROUNDS FOR TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT FOR CAUSE UNDER THIS AGREEMENT PURSUANT TO SECTION 1(C)(III).
(E)
THE RECIPIENT OF ANY NOTICE OF TERMINATION SHALL
PERSONALLY DELIVER OR MAIL IN ACCORDANCE WITH SECTION 18 WRITTEN NOTICE OF ANY
DISPUTE RELATING TO SUCH NOTICE OF TERMINATION TO THE PARTY GIVING SUCH NOTICE
WITHIN FIFTEEN DAYS AFTER RECEIPT THEREOF; PROVIDED, HOWEVER, THAT IF THE
EXECUTIVE'S CONDUCT OR ACT ALLEGED TO PROVIDE GROUNDS FOR TERMINATION BY THE
COMPANY FOR CAUSE IS CURABLE, THEN SUCH PERIOD SHALL BE THIRTY DAYS.
AFTER THE
EXPIRATION OF SUCH PERIOD, THE CONTENTS OF THE NOTICE OF TERMINATION SHALL
BECOME FINAL AND NOT SUBJECT TO DISPUTE.
11.
FURTHER OBLIGATIONS OF THE EXECUTIVE.
(A)
COMPETITION.
THE EXECUTIVE AGREES THAT,