WITH CAUSE BY WRITTEN NOTICE TO EMPLOYEE TO THAT EFFECT. UNLESS
OTHERWISE SPECIFIED IN THE NOTICE, SUCH TERMINATION SHALL BE EFFECTIVE
IMMEDIATELY. "CAUSE" MEANS THE TERMINATION BY TGI OF EMPLOYEE'S EMPLOYMENT BASED
UPON A GOOD FAITH DETERMINATION BY THE BOARD OF DIRECTORS OF TGI THAT EMPLOYEE
HAS COMMITTED AN ILLEGAL ACT OR AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OR AN ACT OF DISLOYALTY, THAT HAS OR IS REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE BUSINESS OR AFFAIRS OF TGI.
3.4
TERMINATION FOR GOOD REASON. FOLLOWING THE OCCURRENCE OF AN EVENT
CONSTITUTING GOOD REASON, UPON PROVISION OF WRITTEN NOTICE TO TGI WITHIN THIRTY
(30) DAYS OF THE OCCURRENCE OF THE EVENT HOULDITCH MAY TERMINATE FOR GOOD
REASON. "GOOD REASON" SHALL EXIST UNDER THIS AGREEMENT IF:
TGI OR ANY SUCCESSOR
(I)
COMMITS A MATERIAL BREACH OF THIS AGREEMENT,
(II)
DIMINISHES MR. HOULDITCH'S BASE SALARY (AS DEFINED HEREIN) BELOW
$425,000 PER YEAR IN CALENDAR YEAR 2006 OR $212,500.00 PER YEAR IN CALENDAR YEAR
2007, OR
(III)
MATERIALLY DIMINISHES MR. HOULDITCH'S DUTIES AND RESPONSIBILITIES
BELOW THOSE OF PRESIDENT, NORTH AMERICA DURING THE TERM OF THIS AGREEMENT OR AT
ANY TIME WITHIN ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING A CHANGE OF CONTROL.
If the occurrence or the effect of the occurrence of the event may be cured, TGI
shall have the opportunity to cure any such occurrence or effect for a period of
thirty (30) days following receipt of Mr. Houlditch's termination notice. The
right of Mr. Houlditch to
3
terminate his employment for Good Reason under this Section shall not limit
TGI's ability to terminate Mr. Houlditch for Cause under this Section, if Cause
is determined to exist prior to the time Mr. Houlditch delivers to TGI his
written notice of termination for Good Reason.
3.5
TERMINATION WITHOUT GOOD REASON. MR. HOULDITCH MAY VOLUNTARILY
TERMINATE HIS EMPLOYMENT WITHOUT GOOD REASON UPON WRITTEN NOTICE TO TGI TO THAT
EFFECT.
3.6
DISABILITY. MR. HOULDITCH OR TGI MAY TERMINATE MR. HOULDITCH'S
EMPLOYMENT BY REASON OF DISABILITY IMMEDIATELY UPON WRITTEN NOTICE TO THE OTHER
PARTY TO THAT EFFECT. IF THE PARTIES ARE UNABLE TO AGREE AS TO THE EXISTENCE OF
DISABILITY OR AS TO THE DATE OF COMMENCEMENT OF DISABILITY; MR. HOULDITCH AND
TGI MAY EACH SELECT A PHYSICIAN LICENSED TO PRACTICE MEDICINE IN THE STATE OF
TEXAS AND THE DETERMINATION AS TO ANY QUESTION AS TO HOULDITCH'S DISABILITY
SHALL BE MADE BY SUCH PHYSICIANS; PROVIDED, HOWEVER, THAT IF THE TWO PHYSICIANS
ARE UNABLE TO AGREE, THEY SHALL MUTUALLY SELECT A THIRD PHYSICIAN LICENSED TO
PRACTICE MEDICINE IN THE STATE OF TEXAS AND THE DETERMINATION AS TO ANY SUCH
QUESTION SHALL BE MADE BY A MAJORITY OF SUCH PHYSICIANS. ANY DETERMINATION MADE
BY SUCH PHYSICIANS IN ACCORDANCE WITH THE PROVISIONS OF THE IMMEDIATELY
FOREGOING SENTENCE SHALL BE FINAL AND BINDING ON THE PARTIES. MR. HOULDITCH
AGREES TO SUBMIT TO ANY AND ALL REASONABLE MEDICAL EXAMINATIONS OR PROCEDURES
AND TO EXECUTE AND DELIVER ANY AND ALL CONSENTS TO RELEASE OF MEDICAL
INFORMATION