OF ITS OBLIGATIONS CONTAINED IN THIS AGREEMENT.
(F)
THE EMPLOYEE'S RIGHT TO SALARY AND
BENEFITS CONTINUATION SHALL ACCRUE UPON THE OCCURRENCE OF EITHER OF THE EVENTS
SPECIFIED IN (I) OR (II) OF SECTION 3(D) AND SHALL CONTINUE AS PROVIDED,
NOTWITHSTANDING THE TERMINATION OR EXPIRATION OF THIS AGREEMENT PURSUANT TO
SECTION 1 HEREOF.
THE EMPLOYEE'S SUBSEQUENT EMPLOYMENT, DEATH OR DISABILITY
WITHIN THE THIRTY-SIX (36) MONTH PERIOD FOLLOWING THE EMPLOYEE'S TERMINATION OF
EMPLOYMENT IN CONNECTION WITH A CHANGE OF CONTROL SHALL NOT AFFECT THE COMPANY'S
OBLIGATION TO CONTINUE MAKING SALARY AND BENEFITS CONTINUATION PAYMENTS.
THE
EMPLOYEE SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT PROVIDED
FOR IN THIS SECTION 3 BY SEEKING EMPLOYMENT OR OTHERWISE.
THE RIGHTS TO SALARY
AND BENEFITS CONTINUATION SHALL BE IN ADDITION TO WHATEVER OTHER BENEFITS THE
EMPLOYEE MAY BE ENTITLED TO UNDER ANY OTHER AGREEMENT OR COMPENSATION PLAN,
PROGRAM OR ARRANGEMENT OF THE COMPANY; PROVIDED, THAT THE EMPLOYEE SHALL NOT BE
ENTITLED TO ANY SEPARATE OR ADDITIONAL SEVERANCE PAYMENTS PURSUANT TO THE
COMPANY'S SEVERANCE PLAN AS THEN IN EFFECT AND GENERALLY APPLICABLE TO SIMILARLY
SITUATED EMPLOYEES.
THE COMPANY SHALL BE AUTHORIZED TO WITHHOLD FROM ANY
PAYMENT TO THE EMPLOYEE, HIS/HER ESTATE OR HIS/HER BENEFICIARIES HEREUNDER ALL
SUCH AMOUNTS, IF ANY, THAT THE COMPANY MAY REASONABLY DETERMINE IT IS REQUIRED
TO WITHHOLD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
6
4.
TERMINATION OF EMPLOYEE FOR CAUSE.
(A)
UPON OR FOLLOWING A CHANGE OF CONTROL, THE
COMPANY MAY AT ANY TIME TERMINATE THE EMPLOYEE'S EMPLOYMENT FOR CAUSE.
TERMINATION OF EMPLOYMENT BY THE COMPANY FOR "CAUSE" SHALL MEAN TERMINATION
UPON:
(I) THE WILLFUL AND CONTINUED FAILURE BY THE EMPLOYEE TO SUBSTANTIALLY
PERFORM HIS/HER DUTIES WITH THE COMPANY (OTHER THAN (A) ANY SUCH FAILURE
RESULTING FROM EMPLOYEE'S DISABILITY OR (B) ANY SUCH ACTUAL OR ANTICIPATED
FAILURE RESULTING FROM EMPLOYEE'S TERMINATION OF HIS/HER EMPLOYMENT FOR GOOD
REASON), AFTER A WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE
EMPLOYEE BY THE BOARD OF DIRECTORS WHICH SPECIFICALLY IDENTIFIES THE MANNER IN
WHICH THE BOARD OF DIRECTORS BELIEVES THAT THE EMPLOYEE HAS NOT SUBSTANTIALLY
PERFORMED HIS/HER DUTIES, AND WHICH FAILURE HAS NOT BEEN CURED WITHIN THIRTY
DAYS (30) AFTER SUCH WRITTEN DEMAND; OR (II) THE WILLFUL AND CONTINUED ENGAGING
BY THE EMPLOYEE IN CONDUCT WHICH IS DEMONSTRABLY AND MATERIALLY INJURIOUS TO THE
COMPANY, MONETARILY OR OTHERWISE, OR (III) THE BREACH BY THE EMPLOYEE OF THE
CONFIDENTIALITY PROVISION SET FORTH IN SECTION 8 HEREOF.
(B)
FOR PURPOSES OF THIS SECTION 4, NO ACT, OR
FAILURE TO ACT, ON THE EMPLOYEE'S PART SHALL BE CONSIDERED "WILLFUL" UNLESS
DONE, OR OMITTED TO BE DONE, BY THE EMPLOYEE IN BAD FAITH AND WITHOUT REASONABLE
BELIEF THAT SUCH ACTION OR OMISSION WAS IN THE BEST INTEREST OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, THE EMPLOYEE SHALL NOT BE DEEMED TO HAVE BEEN
TERMINATED FOR CAUSE UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO HIM/HER
A COPY OF A RESOLUTION DULY ADOPTED BY THE AFFIRMATIVE VOTE OF NOT LESS THAN
THREE-QUARTERS OF THE ENTIRE MEMBERSHIP OF