PLAN,
PROGRAM OR ARRANGEMENT AFTER SUCH TERMINATION OR RESIGNATION OF EMPLOYMENT WITH
RESPECT TO THE YEAR OF SUCH TERMINATION OR RESIGNATION AND LATER YEARS.
(II)
TERMINATION FOR "CAUSE" SHALL MEAN A TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY BECAUSE OF (A) A PLEA OF GUILTY OR NOLO
CONTENDERE TO, OR CONVICTION FOR, THE COMMISSION OF A FELONY OFFENSE BY THE
EMPLOYEE; (B) THE INVOLVEMENT BY THE EMPLOYEE AS A PARTY TO ANY LITIGATION OR
REGULATORY PROCEEDING OR IN ANY OTHER CIRCUMSTANCE KNOWN TO THE GENERAL PUBLIC
THAT, IN THE GOOD FAITH DETERMINATION OF THE BOARD, IS REASONABLY CERTAIN TO
SUBJECT THE EMPLOYEE, THE COMPANY OR ITS AFFILIATES TO DISREPUTE, RIDICULE,
CONTEMPT OR SCANDAL OR THAT IS REASONABLY CERTAIN TO REFLECT UNFAVORABLY UPON
THE REPUTATION OF THE EMPLOYEE, THE COMPANY OR ITS AFFILIATES OR THE COMPANY'S
PRODUCTS OR TECHNOLOGIES; (C) THE WILLFUL AND CONTINUED FAILURE TO PERFORM IN
ANY MATERIAL RESPECT THE EMPLOYEE'S DUTIES; (D) AN INTENTIONAL ACT OF FRAUD,
EMBEZZLEMENT, THEFT OR A MATERIAL AND DISHONEST ACT AGAINST THE COMPANY OR ITS
AFFILIATES; OR (E) A MATERIAL BREACH BY THE EMPLOYEE OF THE TERMS AND PROVISIONS
OF THE AGREEMENT.
(III)
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT FOR CAUSE SHALL BE
COMMUNICATED BY DELIVERY TO THE EMPLOYEE OF A WRITTEN NOTICE FROM THE COMPANY
STATING THAT THE EMPLOYEE WILL BE TERMINATED FOR CAUSE, SPECIFYING THE
PARTICULARS THEREOF AND THE EFFECTIVE DATE OF SUCH TERMINATION.
IN THE CASES OF
SECTIONS 4(A)(II)(B), 4(A)(II)(C) AND 4(A)(II)(E), THE EMPLOYEE SHALL HAVE
THIRTY (30) BUSINESS DAYS FROM THE DATE OF RECEIPT OF SUCH NOTICE TO EFFECT A
CURE OF THE ACTIONS CONSTITUTING CAUSE, OR TO EFFECT A CURE OF THE ADVERSE
EFFECT SUCH ACTIONS.
UPON CURE OR CORRECTION THEREOF BY THE EMPLOYEE TO THE
REASONABLE SATISFACTION OF THE COMPANY, THE ACTION SHALL NO LONGER CONSTITUTE
CAUSE FOR PURPOSES OF THIS AGREEMENT.
THE DATE OF A RESIGNATION BY THE EMPLOYEE
SHALL BE THE DATE SPECIFIED IN A WRITTEN NOTICE OF RESIGNATION FROM THE EMPLOYEE
TO THE COMPANY.
THE EMPLOYEE SHALL PROVIDE AT LEAST 90 DAYS' ADVANCE WRITTEN
NOTICE OF HIS RESIGNATION.
(B)
TERMINATION WITHOUT CAUSE.
(I)
IF, PRIOR TO THE EXPIRATION OF THE TERM, THE COMPANY TERMINATES
THE EMPLOYEE'S EMPLOYMENT FOR ANY REASON OTHER THAN DISABILITY OR CAUSE (SUCH
TERMINATION OR RESIGNATION BEING HEREINAFTER REFERRED TO AS A "TERMINATION
WITHOUT CAUSE"), THE EMPLOYEE SHALL BE ENTITLED TO (A) PAYMENT OF HIS SALARY
ACCRUED UP TO AND INCLUDING THE DATE OF SUCH TERMINATION WITHOUT CAUSE, (B)
PAYMENT OF ANY UNREIMBURSED EXPENSES, AND (C) SEVERANCE, SUBJECT TO THE
EMPLOYEE'S EXECUTION AND DELIVERY OF A RELEASE IN THE FORM THEN DEEMED
APPROPRIATE BY THE COMPANY AND IN EXCHANGE FOR CONSULTING SERVICES OF THE
EMPLOYEE, CONSISTING OF (1) CONTINUATION OF HIS SALARY, AT THE RATE IN EFFECT ON
THE DATE OF THE TERMINATION WITHOUT CAUSE, FOR THE LESSER OF 12 MONTHS
COMMENCING ON THE DATE NEXT FOLLOWING THE DATE OF THE TERMINATION WITHOUT CAUSE
OR THE REMAINING TERM OF THE THIS AGREEMENT (THE "SEVERANCE PERIOD") AND (2)
CONTINUED PARTICIPATION ON THE