OFFENSES);
(B)
IF THE TERMINATION SHALL HAVE BEEN THE
RESULT OF A WILLFUL ACT OR ACTS BY EXECUTIVE WHICH ARE IN THE GOOD FAITH
JUDGMENT OF THE CHIEF EXECUTIVE OFFICER TO BE IN MATERIAL VIOLATION OF LAW OR OF
POLICIES OF THE COMPANY AND WHICH RESULT IN DEMONSTRABLY MATERIAL INJURY 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, WHICH
DEMAND SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE CHIEF EXECUTIVE OFFICER
BELIEVES THAT EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED HIS DUTIES.
(E)
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 THERE SHALL HAVE BEEN
DELIVERED TO HIM A NOTICE 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 (III) 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.
7
5.3
"CHANGE IN CONTROL".
EITHER
(A)
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY
ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), OF SECURITIES OF THE COMPANY REPRESENTING AN
AGGREGATE OF MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF THE
COMPANY'S THEN OUTSTANDING SECURITIES (EXCLUDING THE ACQUISITION BY PERSONS WHO
OWN SUCH AMOUNT OF SECURITIES ON THE DATE HEREOF, OR ACQUISITIONS BY PERSONS WHO
ACQUIRE SUCH AMOUNT THROUGH INHERITANCE), OR
(B)
DURING ANY PERIOD OF TWO CONSECUTIVE YEARS,
INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD CONSTITUTE THE BOARD, CEASE FOR
ANY REASON TO CONSTITUTE AT LEAST A MAJORITY THEREOF, UNLESS THE ELECTION OF
EACH NEW DIRECTOR WAS APPROVED IN ADVANCE BY A VOTE OF AT LEAST A MAJORITY OF
THE DIRECTORS THEN STILL IN OFFICE WHO WERE DIRECTORS AT THE BEGINNING OF THE
PERIOD; OR
(C)
CONSUMMATION OF (I) A MERGER, CONSOLIDATION
OR OTHER BUSINESS COMBINATION OF THE COMPANY WITH ANY OTHER "PERSON" (AS SUCH
TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES