HAVE BEEN THE RESULT OF
AN ACT OR ACTS BY EXECUTIVE WHICH HAVE BEEN FOUND IN AN APPLICABLE COURT OF LAW
TO CONSTITUTE A FELONY;
(B)
IF THE TERMINATION SHALL HAVE BEEN THE RESULT OF
AN ACT OR ACTS BY EXECUTIVE WHICH ARE IN THE GOOD FAITH JUDGMENT OF THE CHIEF
EXECUTIVE OFFICER (OR HIS DESIGNEE) TO BE IN VIOLATION OF LAW OR OF POLICIES OF
THE COMPANY AND WHICH RESULT IN MATERIAL DAMAGE TO THE COMPANY;
(C)
IF THE TERMINATION SHALL HAVE BEEN THE RESULT OF
AN ACT OR ACTS OF PROVEN DISHONESTY BY EXECUTIVE RESULTING OR INTENDED TO RESULT
DIRECTLY OR INDIRECTLY IN SIGNIFICANT GAIN OR PERSONAL ENRICHMENT TO THE
EXECUTIVE AT THE EXPENSE OF THE COMPANY; OR
(D)
UPON THE WILLFUL AND CONTINUED FAILURE BY THE
EXECUTIVE SUBSTANTIALLY TO PERFORM HIS DUTIES WITH THE COMPANY (OTHER THAN ANY
SUCH FAILURE RESULTING FROM INCAPACITY DUE TO MENTAL OR PHYSICAL ILLNESS NOT
CONSTITUTING A DISABILITY, AS DEFINED HEREIN), AFTER A DEMAND IN WRITING FOR
SUBSTANTIAL PERFORMANCE IS DELIVERED BY THE CHIEF EXECUTIVE OFFICER (OR HIS
DESIGNEE), WHICH DEMAND SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE CHIEF
EXECUTIVE OFFICER (OR HIS DESIGNEE) BELIEVES THAT EXECUTIVE HAS NOT
SUBSTANTIALLY PERFORMED HIS DUTIES.
With respect to clauses (b), (c) or (d) above of this Section, Executive shall
not be deemed to have been involuntarily terminated for Cause unless and until a
notice is delivered to Executive by the Chief Executive Officer (or his
designee) setting forth (i) the conduct deemed to qualify as Cause,
(ii) reasonable action that would remedy such objectionable conduct, and (ill) a
reasonable time (not less than thirty days) within which Executive may take such
remedial action, and Executive shall not have taken such specified remedial
action within such specified reasonable time.
For purposes of this Agreement,
no act or failure to act by Executive shall be deemed to be "willful" unless
done or omitted to be done by Executive not in good faith and
without reasonable belief that Executive's action or omission was in the best
interests of the Company.
5.3
"CODE".
THE INTERNAL REVENUE CODE OF 1986,
AS IT MAY BE AMENDED FROM TIME TO TIME.
5.4
"CONFIDENTIAL INFORMATION".
ALL TECHNICAL,
BUSINESS, AND OTHER INFORMATION RELATING TO THE BUSINESS OF THE COMPANY OR ITS
SUBSIDIARIES OR AFFILIATES, INCLUDING, WITHOUT LIMITATION, TECHNICAL OR
NONTECHNICAL DATA, FORMULAE, COMPILATIONS, PROGRAMS, DEVICES, METHODS,
TECHNIQUES, PROCESSES, FINANCIAL DATA, FINANCIAL PLANS, PRODUCT PLANS, AND LISTS
OF ACTUAL OR POTENTIAL CUSTOMERS OR SUPPLIERS, WHICH (I) DERIVES ECONOMIC VALUE,
ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO, AND NOT BEING READILY
ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS, AND (II) IS THE SUBJECT OF
EFFORTS THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY OR
CONFIDENTIALITY.
SUCH INFORMATION AND COMPILATIONS OF INFORMATION SHALL BE
CONTRACTUALLY SUBJECT TO PROTECTION UNDER THIS AGREEMENT WHETHER OR NOT SUCH
INFORMATION CONSTITUTES A TRADE SECRET AND IS SEPARATELY PROTECTABLE AT LAW OR
IN EQUITY AS A TRADE SECRET. CONFIDENTIAL INFORMATION DOES NOT INCLUDE
CONFIDENTIAL BUSINESS INFORMATION