(II)
AN ACT OF DEFALCATION COMMITTED BY
EMPLOYEE,
(III)
EMPLOYEE'S CONTINUING INABILITY OR REFUSAL
TO PERFORM REASONABLE DUTIES ASSIGNED TO HIM HEREUNDER (UNLESS SUCH REFUSAL
OCCURS FOLLOWING THE OCCURRENCE OF A CHANGE OF CONTROL, AS DEFINED HEREIN), OR
(IV)
EMPLOYEE'S MORAL TURPITUDE.
Disability because of illness or accident or any other physical or mental
disability shall not constitute a basis for termination for Cause.
(C)
THE TERMINATION OF EMPLOYEE BY EMPLOYER
WITHOUT CAUSE.
(D)
AT EMPLOYEE'S REQUEST AND WITH THE EXPRESS
PRIOR WRITTEN CONSENT OF EMPLOYER.
(E)
AT EMPLOYEE'S ELECTION UPON 120 DAYS NOTICE
(OR SUCH LESSER NOTICE AS EMPLOYER MAY ACCEPT), WITHOUT THE EXPRESS PRIOR
WRITTEN CONSENT OF EMPLOYER.
If not sooner terminated under the provisions of Sections 3(a) through 3(e)
above, the term of Employee's employment hereunder shall automatically renew for
an additional period of one (1) year at the end of the term of this Agreement,
or any extension thereof, unless either the Employer or Employee gives at least
60 days prior notice to the other of non-renewal of this Agreement.
4.
COMPENSATION
(A)
SUBJECT TO THE PROVISIONS OF SECTION 4(E),
EMPLOYER WILL PAY TO EMPLOYEE AS BASE COMPENSATION FOR THE SERVICES TO BE
PERFORMED BY HIM HEREUNDER THE BASE COMPENSATION SPECIFIED ON SCHEDULE A
ATTACHED HERETO.
SCHEDULE A MAY BE AMENDED FROM TIME TO TIME UPON THE PARTIES'
REVISION AND RE-EXECUTION THEREOF, WHEREUPON THE AMENDED SCHEDULE A SHALL BE
ATTACHED HERETO; PROVIDED, HOWEVER, THE AMENDED SCHEDULE A SHALL BE EFFECTIVE
UPON SUCH RE-EXECUTION, WHETHER OR NOT IT IS ATTACHED HERETO.
(B)
EMPLOYEE MAY BE ENTITLED TO ADDITIONAL BONUS
COMPENSATION AS MAY BE DETERMINED BY THE BOARD FROM TIME TO TIME, ANY SUCH
DETERMINATION TO BE FINAL, BINDING AND CONCLUSIVE ON EMPLOYEE AND ALL OTHER
PERSONS.
(C)
IN THE EVENT EMPLOYEE'S EMPLOYMENT SHALL
TERMINATE UNDER SECTION 3(C) HEREOF (TERMINATION WITHOUT CAUSE), EMPLOYEE SHALL
BE PAID AN AMOUNT EQUAL TO THE AVERAGE ANNUAL COMPENSATION PAYABLE TO EMPLOYEE
UNDER SCHEDULE A FOR THE REMAINDER OF THE TERM OF THIS AGREEMENT IN ACCORDANCE
WITH THE PAYMENT SCHEDULE SET FORTH ON SCHEDULE A, TO BE PAID OVER THE REMAINDER
OF THE TERM OF THIS AGREEMENT FOLLOWING TERMINATION.
(D)
FOR PURPOSES OF THIS SECTION, "AVERAGE
ANNUAL COMPENSATION" SHALL MEAN EMPLOYEE'S ANNUAL BASE COMPENSATION PAYABLE TO
EMPLOYEE UNDER SCHEDULE A IN ACCORDANCE WITH THE PAYMENT SCHEDULE SET FORTH ON
SCHEDULE A, TOGETHER WITH HIS AVERAGE BONUS. "AVERAGE BONUS" SHALL MEAN THE
AVERAGE OF THE BONUSES PAID TO EMPLOYEE OVER THE LAST TWO (2)
2
YEARS IN WHICH EMPLOYEE WAS ELIGIBLE TO RECEIVE A BONUS.
(E)
AT THE END OF THE TERM OF THIS AGREEMENT,
AS IT MAY BE EXTENDED AS PROVIDED ABOVE, OR IN THE EVENT EMPLOYEE'S EMPLOYMENT
TERMINATES UNDER SECTION 3(A), 3(B), 3(D) OR 3(E) HEREOF, ALL OF EMPLOYER'S
OBLIGATIONS TO EMPLOYEE HEREUNDER WILL CEASE AUTOMATICALLY AND EMPLOYEE SHALL
ONLY BE ENTITLED TO COMPENSATION ACCRUED THROUGH THE DATE OF TERMINATION.
5.
EXPENSES
Employee shall be entitled to receive reimbursement for, or payment directly by
Employer of, all reasonable expenses incurred by