Circuit City 1997 Annual Report Download - page 47

3. TERMINATION
(a) DEATH. The Employee's employment hereunder shall terminate upon his death.
(b) TERMINATION RESULTING FROM DISABILITY. If the Employee becomes disabled during his employment hereunder so that he is
unable substantially to perform his services by regularly attending on a daily basis to his duties hereunder (i) for a period of three (3)
consecutive months, or (ii) for an aggregate of ninety
(90) days within any period of six consecutive months, then this Agreement may be terminated by the Board of Directors within ten (10) days
after the expiration of the applicable time period, by providing Employee with written notice thereof.
(c) CAUSE. The Company may terminate the Employee's employment hereunder for "Cause." For the purposes of this Agreement, the
Company shall have "Cause" to terminate the Employee's employment hereunder upon (i) the continued failure by the Employee, for a period
of three days after receipt of notice to comply with any policies of the Company or any directions of the Board of Directors consistent with the
Employee's duties hereunder (including the Employee's responsibility to devote his full working time and attention to the business of the
Company), other than any such failure resulting from the Employee's incapacity due to disability, or (ii) the conviction of the Employee of a
felony (or a plea of nolo contendere with respect thereto) or other conviction or judgment against the Employee involving the Employee's
dishonest or illegal actions, (iii) the Employee's gross negligence or willful misconduct or breach of any of the material terms or conditions of
this Agreement coupled, in the case of such breach, with the failure to cure the same within three days after the receipt of notice thereof, (iv)
Employee engaging in an act of theft, fraud or dishonesty, involving the Company, or (v) the Employee making any false, disparaging or
malicious statement, oral or written, about the Company or its subsidiaries (collectively the "Global Companies") or any director, officer or
employee of the of the Global Companies which is injurious to the business or operations of any of the Global Companies, or which may in any
material respect interfere with the goodwill of any of the Global Companies or its relations with customers or suppliers.
(d) VOLUNTARY RESIGNATION. The Employee may terminate his employment by providing the Company with ninety (90) days prior
written notice.
(e) WITHOUT CAUSE. The Company may terminate the Employee without "Cause" at any time prior to the expiration of the Employment
Period upon three months prior written notice.
(f) NOTICE OF TERMINATION. If the Employee's employment hereunder is terminated pursuant to Section 3(b). 3(c) or 3(e) hereof, the
Company shall give the Employee written notice of termination (the "Notice of Termination"). Any Notice of Termination delivered by the
Company pursuant to Section 3(b) or 3(c) hereof shall indicate the applicable termination provision in this Agreement relied upon to provide a
basis for termination of the Employee's employment. In the case of any termination pursuant to Section 3(c), the Notice of Termination shall
also set forth the factual basis for the termination.
(g) DATE OF TERMINATION. "Date of Termination" shall mean (i) if the Employee's employment is terminated by his death, the date of his
death, (ii) if the Employee's employment is terminated pursuant to Section 3(b) hereof, ten ( 10) days after the date the Notice of Termination is
given, (iii) if the Employee's employment is terminated pursuant to Section 3(c) hereof, immediately following the giving of the Notice of
Termination; (iv) if the Employee voluntarily resigns pursuant to Section 3(d) hereof, on the day following the ninety (90) day period set forth
therein or such earlier day following the Company's receipt of the notice set forth therein as the Company shall determine in its sole discretion,
and (v) if the Employee's employment is terminated pursuant to Section 3(e) hereof, three (3) months following the giving of the Notice of
Termination
4. COMPENSATION UPON TERMINATION
(a) DISABILITY. If the Employee's employment is terminated pursuant to
Section 3(b) as a result of the Employee's Disability, the Company shall pay to the Employee the applicable portion of his Base Salary due
through the Date of Termination at the Rate in effect at the time Notice of Termination is given, and following such payment have no further
obligation (relating to the Employee's status as an employee) to the Employee under this Agreement:
provided, however, that the foregoing shall have no effect upon any benefits due the Employee under any disability or medical plan or other
employee benefit plan or arrangement of the Company then in effect and provided further that any stock option held by the Employee shall
continue to be exercisable in accordance with its terms. In addition, the Company shall pay to the Employee that portion of the Bonus. on the
date set forth herein, that is equal to the number of days the Employee was employed by the Company, in the year that such Date of
Termination occurred, divided by 365 and multiplying the result thereof by the Bonus otherwise payable through the end of the year in which
such Date of Termination occurred, as if such termination had not occurred.
(b) DEATH. If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such person as the Employee
shall have previously designated, in a notice filed with the Company, or, if no such person shall have been designated, to his estate, the
applicable portion of his Base Salary due through the applicable Date of Termination at the rate in effect on the date of death and, following
such payments, the Company shall have no further obligations (relating to the Employee's status as an employee) to such designated person or
the Employee's estate, as the case may be, under this Agreement provided, however, that the foregoing shall have no effect upon any benefits
due the Employee under any disability or medical plan or other employee benefit plan or arrangement of the Company then in effect and
provided further that any stock option held by the Employee shall continue to be exercisable in accordance with its terms. In addition, the
Company shall pay to such designated person or the estate that portion of the Bonus. on the date set forth herein, that is equal to the number of
days the Employee was employed by the Company, in the year that such Date of Termination occurred, divided by 365 and multiplying the