Poor Performance means the failure of Executive to meet reasonable and achievable performance expectations (other than any such failure resulting from incapacity due to physical or mental illness); provided, however, that termination for Poor Performance will not be effective unless at least 30 days prior to such termination Executive has received written notice from the Board which specifically identifies the manner in which the Board believes that Executive has not met performance expectations and Executive has failed after receipt of such notice to resume the diligent performance of his duties to the satisfaction of the Board; and
The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Poor Performance or Cause will not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executives or the Companys rights hereunder.
The Company may terminate Executives employment for Poor Performance or with or without Cause.
The Post-Employment Non-Compete Period shall mean a two-year period of time following termination of the Executive's employment with the Company, except if the termination of employment occurs after a Change in Control of the Company the Non-Compete Period shall be reduced to zero, and in the case of termination for Poor Performance prior to a Change in Control of the Company, it shall be reduced to one year.
Any termination by the Company for Poor Performance, or Cause, or by Executive for Good Reason, will be communicated by Notice of Termination to the other party hereto given in accordance with Section 17(f) of this Agreement.
If prior to a Change in Control of the Company, the Company terminates the employment of the Executive other than for Cause, Poor Performance, disability or death of the Executive, the Company shall continue to pay to the Executive, as severance pay, his current W-2 Compensation in each of the two years following such termination and shall continue to pay for and to provide medical insurance for the Executive and his family for such period.