CRIMINAL ACT INVOLVING MORAL TURPITUDE, OR THE COMPANY DISCOVERS THAT EMPLOYEE
HAS BEEN CONVICTED OF ANY SUCH ACT IN THE PAST; (V) EMPLOYEE COMMITS A MATERIAL
BREACH OF ANY OF THE COVENANTS, REPRESENTATIONS, TERMS OR PROVISIONS OF THIS
AGREEMENT; (VI) EMPLOYEE VIOLATES ANY INSTRUCTIONS OR POLICIES OF THE COMPANY
WITH RESPECT TO THE OPERATION OF ITS BUSINESS OR AFFAIRS; OR (VIII) EMPLOYEE
USES ILLEGAL DRUGS.
FOR PURPOSES OF THIS SUBSECTION, NO ACT, OR FAILURE TO ACT,
ON EMPLOYEE'S PART SHALL BE DEEMED "WILLFUL" UNLESS DONE, OR OMITTED TO BE DONE,
BY EMPLOYEE NOT IN GOOD FAITH AND WITHOUT REASONABLE BELIEF THAT HIS ACTION OR
OMISSION WAS IN THE BEST INTEREST OF THE COMPANY AND ITS AFFILIATES.
NOTWITHSTANDING THE FOREGOING, EMPLOYEE SHALL NOT BE DEEMED TO HAVE BEEN
TERMINATED FOR CAUSE UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO
EMPLOYEE A COPY OF A RESOLUTION DULY ADOPTED BY THE AFFIRMATIVE VOTE (WHICH
CANNOT BE DELEGATED) OF NOT LESS THAN A MAJORITY OF THE MEMBERS OF THE BOARD AT
A MEETING OF THE BOARD CALLED AND HELD FOR SUCH PURPOSES (AFTER REASONABLE
NOTICE TO HIM AND AN OPPORTUNITY FOR EMPLOYEE, TOGETHER WITH HIS COUNSEL, TO BE
HEARD BEFORE THE BOARD), FINDING THAT IN THE GOOD FAITH OPINION OF THE BOARD
EMPLOYEE WAS GUILTY OF CONDUCT SET FORTH ABOVE IN CLAUSES (I) THROUGH (VIII) OF
THE FIRST SENTENCE OF THIS SUBSECTION AND SPECIFYING THE PARTICULARS THEREOF IN
DETAIL.
3
(D)
GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL
MEAN, WITHOUT EMPLOYEE'S EXPRESS WRITTEN CONSENT, EITHER:
(I)
THE MATERIAL FAILURE BY THE COMPANY, WITHOUT EMPLOYEE'S CONSENT,
TO PAY TO EMPLOYEE ANY PORTION OF HIS CURRENT COMPENSATION WITHIN TEN (10) DAYS
OF THE DATE ANY SUCH COMPENSATION PAYMENT IS DUE; OR
(II)
THE COMPANY COMMITS A MATERIAL BREACH OF ANY OF THE COVENANTS,
REPRESENTATIONS, TERMS OR PROVISIONS OF THIS AGREEMENT.
EMPLOYEE MUST PROVIDE NOTICE TO THE COMPANY WITHIN 90 DAYS OF THE INITIAL
EXISTENCE OF THE CONDITION GIVING RISE TO "GOOD REASON".
UPON THE RECEIPT OF
SUCH NOTICE, THE COMPANY SHALL HAVE 30 DAYS TO REMEDY THE CONDITION GIVING RISE
TO "GOOD REASON".
AFTER A CHANGE IN CONTROL, IF EMPLOYEE TERMINATES EMPLOYMENT
WITH THE COMPANY AFTER SUCH CONDITION GIVING RISE TO "GOOD REASON" IS REMEDIED,
EMPLOYEE WILL NOT BE ENTITLED TO THE BENEFITS UNDER SECTION 6(D).
(E)
NOTICE OF TERMINATION.
PRIOR TO A CHANGE IN CONTROL, EMPLOYEE MAY
BE TERMINATED WITH OR WITHOUT NOTICE, WITH OR WITHOUT CAUSE OR FOR ANY OTHER
REASON AS EMPLOYEE'S EMPLOYMENT IS AT WILL.
FROM AND AFTER A CHANGE IN CONTROL,
ANY PURPORTED TERMINATION OF EMPLOYEE'S EMPLOYMENT BY THE COMPANY OR BY EMPLOYEE
SHALL BE COMMUNICATED BY WRITTEN NOTICE TO THE OTHER PARTY HERETO IN ACCORDANCE
WITH SECTION 8 HEREOF ("NOTICE OF TERMINATION").
SUCH NOTICE OF TERMINATION
SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON
AND SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO
PROVIDE A BASIS FOR TERMINATION OF EMPLOYEE'S EMPLOYMENT UNDER THE PROVISIONS SO
INDICATED.
(F)
DATE