DISSOLUTION OF THE
COMPANY.
4.
TERMINATION FOLLOWING CHANGE IN
CONTROL.
IF, AND ONLY IF, YOUR EMPLOYMENT WITH THE COMPANY SHOULD BE TERMINATED
BY YOU OR THE COMPANY WITHIN 36 MONTHS FROM THE DATE OF OCCURRENCE OF ANY EVENT
CONSTITUTING A CHANGE IN CONTROL OF THE COMPANY (IT BEING RECOGNIZED THAT MORE
THAN ONE SUCH EVENT MAY OCCUR, IN WHICH CASE THE 36-MONTH PERIOD SHALL RUN FROM
THE DATE OF OCCURRENCE OF EACH SUCH EVENT), YOU SHALL BE ENTITLED TO THE
BENEFITS PROVIDED IN SECTION 5C HEREOF UNLESS SUCH TERMINATION IS BECAUSE OF
YOUR DEATH, DISABILITY OR RETIREMENT OR IS EFFECTED BY THE COMPANY FOR CAUSE, OR
IS EFFECTED BY YOU OTHER THAN FOR "GOOD REASON" AS DEFINED IN PARAGRAPH 4C,
"RETIREMENT" AS DEFINED IN PARAGRAPH 4C OR "DISABILITY" AS DEFINED IN PARAGRAPH
5A.
PROVIDED, HOWEVER, THAT:
A.
DISABILITY.
THE COMPANY MAY TERMINATE
THIS AGREEMENT IF YOU FAIL TO ATTEND TO YOUR REGULARLY ASSIGNED DUTIES AT THE
COMPANY ON A FULL-TIME BASIS FOR A PERIOD OF ONE HUNDRED EIGHTY (180)
CONSECUTIVE DAYS ON ACCOUNT OF DISABILITY AS DEFINED IN SECTION 5A, AND WITHIN
30 DAYS AFTER WRITTEN NOTICE OF TERMINATION IS GIVEN YOU HAVE NOT RETURNED TO
THE FULL-TIME PERFORMANCE OF YOUR DUTIES.
B.
CAUSE.
THE COMPANY MAY TERMINATE YOUR
EMPLOYMENT FOR CAUSE.
FOR THE PURPOSES OF THIS AGREEMENT, THE COMPANY SHALL
HAVE "CAUSE" TO TERMINATE YOUR EMPLOYMENT HEREUNDER IF, AND ONLY IF, (A) YOU
SHALL COMMIT AN ACT OF FRAUD, EMBEZZLEMENT, OR THEFT CONSTITUTING A FELONY,
(B) YOU BECOME LIABLE TO THE COMPANY FOR ACTS OR OMISSIONS INVOLVING INTENTIONAL
MISCONDUCT OR A KNOWING VIOLATION OF LAW, (C) YOU ENGAGE IN ANY TRANSACTION
RELATING TO THE COMPANY FROM WHICH YOU PERSONALLY RECEIVE A BENEFIT IN MONEY,
PROPERTY, OR SERVICES TO WHICH YOU ARE NOT LEGALLY ENTITLED OR (D) YOU WILLFULLY
AND CONTINUOUSLY FAIL TO PERFORM SUBSTANTIALLY YOUR REASONABLY ASSIGNED DUTIES
WITH THE COMPANY CONSISTENT WITH THOSE DUTIES ASSIGNED TO YOU PRIOR TO THE
CHANGE IN CONTROL AFTER A DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO YOU
BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY WHICH SPECIFICALLY IDENTIFIES THE
MANNER IN WHICH YOU HAVE NOT SUBSTANTIALLY PERFORMED YOUR DUTIES..
NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE DEEMED TO HAVE BEEN TERMINATED
FOR CAUSE UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO YOU A COPY OF A
RESOLUTION DULY ADOPTED BY THE AFFIRMATIVE VOTE OF NOT LESS THAN THREE-QUARTERS
OF THE ENTIRE MEMBERSHIP OF THE BOARD AT A MEETING OF THE BOARD
3
CALLED AND HELD FOR THE PURPOSE (AFTER REASONABLE NOTICE TO YOU AND AN
OPPORTUNITY FOR YOU, TOGETHER WITH YOUR COUNSEL, TO BE HEARD BEFORE THE BOARD),
FINDING THAT IN THE GOOD FAITH OPINION OF THE BOARD YOU WERE GUILTY OF CONDUCT
CONSTITUTING CAUSE AS DEFINED ABOVE AND SPECIFYING THE PARTICULARS THEREOF IN
DETAIL.
C.
GOOD REASON.
TERMINATION BY YOU OF
YOUR EMPLOYMENT FOR "GOOD REASON" SHALL MEAN TERMINATION BASED ON:
I.
A CHANGE IN YOUR STATUS OR
POSITION(S) WITH THE COMPANY, WHICH, IN YOUR REASONABLE JUDGMENT, DOES NOT