CONTENDRE BY THE EMPLOYEE TO A FELONY
OR AN ACT OF FRAUD, EMBEZZLEMENT OR THEFT OR OTHER CRIMINAL CONDUCT AGAINST THE
CORPORATION; (II) HABITUAL NEGLECT OF THE EMPLOYEE'S MATERIAL DUTIES OR FAILURE
BY THE EMPLOYEE TO PERFORM OR OBSERVE ANY SUBSTANTIAL LAWFUL OBLIGATION OF SUCH
EMPLOYMENT THAT IS NOT REMEDIED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE
THEREOF FROM THE CORPORATION OR ITS BOARD OF DIRECTORS; OR (III) ANY MATERIAL
BREACH BY THE EMPLOYEE OF THIS AGREEMENT.
SHOULD THE EMPLOYEE DISPUTE WHETHER
HE WAS TERMINATED FOR CAUSE, THEN THE CORPORATION AND THE EMPLOYEE SHALL ENTER
IMMEDIATELY INTO BINDING ARBITRATION PURSUANT TO THE COMMERCIAL ARBITRATION
RULES OF THE AMERICAN ARBITRATION ASSOCIATION, THE COST OF WHICH SHALL BE BORNE
BY THE NON-PREVAILING PARTY.
(D)
BY EMPLOYEE FOR GOOD REASON.
THIS AGREEMENT
AND THE EMPLOYEE'S EMPLOYMENT WITH THE CORPORATION MAY BE TERMINATED AT ANY
TIME, AT THE ELECTION OF THE EMPLOYEE, FOR GOOD REASON FOLLOWING NOTICE AND A
REASONABLE OPPORTUNITY TO CURE, AND IN ACCORDANCE WITH SUBPARAGRAPH (E) OF THIS
SECTION.
AS USED IN THIS AGREEMENT, GOOD REASON SHALL MEAN (I) THE ASSIGNMENT
TO THE EMPLOYEE OF DUTIES INCONSISTENT WITH THE TITLE OF CHIEF FINANCIAL
OFFICER
OF THE CORPORATION OR HIS THEN CURRENT OFFICE, THE REMOVAL OF THE
EMPLOYEE FROM SUCH OFFICE OR ANY REDUCTION IN THE CURRENT SCOPE OR DEGRADATION
OF THE EMPLOYEE'S JOB RESPONSIBILITIES, DUTIES, FUNCTIONS, STATUS, OFFICES AND
TITLE OR MATERIAL REDUCTION IN SUPPORT STAFF; (II) THE MATERIAL REDUCTION OF THE
EMPLOYEE'S THEN CURRENT SALARY AND PERQUISITES, ON AN AGGREGATE BASIS; (III) THE
RELOCATION OF THE CORPORATION'S PRINCIPAL EXECUTIVE OFFICES TO A LOCATION MORE
THAN TWENTY (20) MILES FROM THE CORPORATION'S THEN CURRENT OFFICES OR THE
TRANSFER OF THE EMPLOYEE TO A PLACE OTHER
8
THAN THE CORPORATION'S PRINCIPAL EXECUTIVE OFFICES (EXCEPTING REASONABLE TRAVEL
ON THE CORPORATION'S BUSINESS); OR (IV) ANY MATERIAL BREACH BY THE CORPORATION
OF THIS AGREEMENT.
(E)
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION BY THE EMPLOYEE'S EMPLOYMENT, EITHER BY THE CORPORATION FOR CAUSE OR
BY THE EMPLOYEE FOR GOOD REASON, SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF
TERMINATION TO THE OTHER PARTY HERETO.
SUCH NOTICE SHALL INDICATE A SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT WHICH IS RELIED UPON, RECITE THE FACTS
AND CIRCUMSTANCES CLAIMED TO PROVIDE THE BASIS FOR SUCH TERMINATION AND SPECIFY
THE DATE OF TERMINATION.
IF WITHIN THIRTY (30) DAYS FROM THE DATE THE NOTICE OF
TERMINATION IS GIVEN, THE PARTY RECEIVING SUCH NOTICE NOTIFIES THE OTHER PARTY
THAT A DISPUTE EXISTS CONCERNING SUCH TERMINATION, THE PARTIES SHALL RESOLVE
SUCH DISPUTE BY ENTERING IMMEDIATELY INTO BINDING ARBITRATION PURSUANT TO THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, THE COST
OF WHICH SHALL BE BORNE BY THE NON-PREVAILING PARTY.
(F)
AT THE END OF THE EMPLOYMENT TERM.
(G)
CHANGE IN CONTROL.
IN THE EVENT OF A CHANGE
IN CONTROL AND, FOLLOWING SUCH CHANGE IN CONTROL, IF THE EMPLOYEE IS TERMINATED
BY THE CORPORATION WITHOUT CAUSE, OR THE EMPLOYEE ELECTS TO TERMINATE HIS
EMPLOYMENT FOR ANY REASON, PRIOR TO THE END OF THE EMPLOYMENT