AFFECTS OR (IN COMPANY'S REASONABLE JUDGMENT) MAY ADVERSELY AFFECT COMPANY, THE
ABILITY OF EXECUTIVE TO PROVIDE THE SERVICES, OR ANY OF THE OTHER COMPANY
PARTIES (AS DEFINED BELOW); (IV) ANY ACT OR OMISSION OF EXECUTIVE INVOLVING
FRAUD, THEFT, DISHONESTY, DISLOYALTY, OR ILLEGALITY WITH RESPECT TO, OR THAT
HARMS OR EMBARRASSES OR (IN COMPANY'S REASONABLE JUDGMENT) MAY HARM OR
EMBARRASS, COMPANY OR ANY OF THE OTHER COMPANY PARTIES; OR (V) ANY ACT OR
OMISSION OF EXECUTIVE CONSTITUTING THE KNOWING OR INTENTIONAL VIOLATION OF
APPLICABLE LAW WITH RESPECT TO, OR THAT HARMS OR EMBARRASSES OR (IN COMPANY'S
REASONABLE JUDGMENT) MAY HARM OR EMBARRASS, COMPANY OR ANY OF THE OTHER COMPANY
PARTIES; PROVIDED, HOWEVER, THAT WITH RESPECT TO CLAUSES (I) AND (II) OF THIS
SECTION, IF SUCH BREACH OR VIOLATION IS SUSCEPTIBLE TO CURE, COMPANY MAY NOT
TERMINATE EXECUTIVE'S EMPLOYMENT FOR CAUSE UNLESS COMPANY PROVIDES EXECUTIVE
WITH WRITTEN NOTICE SPECIFYING SUCH BREACH OR VIOLATION, IN REASONABLE DETAIL,
AND EXECUTIVE FAILS TO CURE OR REMEDY SUCH BREACH OR VIOLATION WITHIN FIFTEEN
(15) DAYS AFTER RECEIPT OF SUCH NOTICE; PROVIDED FURTHER, THAT THE BOARD OF
COMPANY SHALL HAVE THE SOLE DISCRETION TO DETERMINE WHETHER SUCH A BREACH OR
VIOLATION IS SUBJECT TO CURE, AND IF SO, WHETHER THE EXECUTIVE SUCCESSFULLY
EFFECTED A CURE FOLLOWING NOTICE.
(D)
GOOD REASON.
EXECUTIVE MAY TERMINATE EMPLOYMENT WITH GOOD REASON
AT ANY TIME UPON NOTICE TO COMPANY.
FOR THE PURPOSE OF THIS AGREEMENT, "GOOD
REASON" MEANS, IN THE ABSENCE OF EXECUTIVE'S CONSENT:
(A) THE MATERIAL BREACH
BY COMPANY OF ANY MATERIAL COMPENSATION OR MATERIAL BENEFIT OBLIGATION TO
EXECUTIVE UNDER THIS AGREEMENT; OR (B) A MATERIAL REDUCTION IN EXECUTIVE'S BASE
SALARY; (C) A MATERIAL DIMINUTION IN EXECUTIVE'S AUTHORITY, DUTIES OR
RESPONSIBILITIES; OR (D) A CHANGE IN THE LOCATION OF THE HEADQUARTERS OF THE
COMPANY SUCH THAT EXECUTIVE'S CURRENT RESIDENCE IN DALLAS COUNTY, TEXAS WOULD BE
MORE THAN 75 MILES FROM SUCH NEW HEADQUARTERS; PROVIDED, HOWEVER, THAT GOOD
REASON SHALL ONLY EXIST IF THE COMPANY FAILS TO CORRECT OR CURE THE GOOD REASON
CONDITION WITHIN A PERIOD OF FORTY-FIVE (45) DAYS, AFTER BEING PROVIDED WITH
WRITTEN NOTICE (DESCRIBING THE GOOD REASON CONDITION IN REASONABLE DETAIL) BY
EXECUTIVE WITHIN THIRTY (30) DAYS OF THE INITIAL EXISTENCE OF THE ALLEGED GOOD
REASON CONDITION.
IF EXECUTIVE HAS RESIGNED FOR GOOD REASON IN ACCORDANCE WITH
THIS PARAGRAPH, THEN EXECUTIVE WILL BE ENTITLED TO THE SEVERANCE BENEFITS
PROVIDED IN SECTION 7.2(A).
(E)
DISCRETIONARY.
(I)
BY EXECUTIVE UPON NOTICE.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT
EFFECTIVE AS OF THE END OF THE EMPLOYMENT TERM, BY PROVIDING COMPANY WITH A
WRITTEN NOTICE OF NON-RENEWAL AT LEAST NINETY (90) DAYS PRIOR TO THE END OF THE
EMPLOYMENT TERM, IN WHICH EVENT EXECUTIVE WILL NOT BE ENTITLED TO ANY SEVERANCE
BENEFITS.
IF SUCH A NOTICE OF NON-RENEWAL IS GIVEN, THEN EMPLOYMENT PURSUANT TO
THIS AGREEMENT WILL CONTINUE UNTIL THE END OF THE EMPLOYMENT TERM; PROVIDED,
HOWEVER, THAT UPON RECEIPT OF SUCH A NOTICE, COMPANY MAY INSTRUCT EXECUTIVE IN
WRITING TO CEASE WORK PURSUANT TO THIS AGREEMENT, NOT TO REPORT TO COMPANY'S
OFFICES,