These excerpts taken from the ALL 10-K filed Feb 27, 2008.
(c) The Company shall strictly observe each of the following procedures in connection with any Termination of Employment for Cause:
(i) A meeting of the Board shall be called for the stated purpose of determining whether Executives acts or omissions satisfy the requirements of Section 3.3(b) and, if so, whether to terminate Executives employment for Cause.
(ii) Not less than 30 days prior to the date of such meeting, the Company shall provide Executive and each member of the Board written notice (a Notice of Consideration) of (x) a detailed description of the acts or omissions
alleged to constitute Cause, (y) the date, time and location of such meeting of the Board, and (z) Executives rights under clause (iii) below.
(iii) Executive shall have the opportunity to appear before the Board in person and, at Executives option, with legal counsel, and/or to present to the Board a written response to the Notice of Consideration.
(iv) Executives employment may be terminated for Cause only if (x) the acts or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause as defined in this Section, (y) the Board makes a specific determination to such effect and to the effect that Executives employment should be terminated for Cause and (z) the Company thereafter provides Executive with a Notice of Termination that specifies in specific detail the basis of such Termination of Employment for Cause and which Notice shall be consistent with the reasons set forth in the Notice of Consideration. The Boards determination specified in clause (y) of the preceding sentence shall require the affirmative vote of at least 75% of the members of the Board.
(v) In the event that the existence of Cause shall become an issue in any action or proceeding between the Company and Executive, the Company shall, notwithstanding the determination referenced in clause (iv) of this Section 3.3(c), have the burden of establishing that the actions or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause and that the Company has satisfied the procedural requirements of this Section 3.3(c). The satisfaction of the Companys burden shall require clear and convincing evidence.
(c) The Company shall strictly observe