EMPLOYMENT BY THE EXECUTIVE PURSUANT TO PARAGRAPH 4(A) (I) ABOVE,
SHALL BE COMMUNICATED BY WRITTEN TERMINATION NOTICE GIVEN TO THE OTHER PARTY
HERETO; PROVIDED THAT IN THE CASE OF EXECUTIVE'S DEATH, A TERMINATION NOTICE
SHALL BE DEEMED TO HAVE BEEN GIVEN AS OF THE DATE OF HIS DEATH; AND, PROVIDED
FURTHER THAT, IN THE CASE OF A TERMINATION FOR CAUSE, THERE SHALL ALSO HAVE BEEN
DELIVERED TO THE EXECUTIVE THE BOARD OF DIRECTORS' RESOLUTION TO BE DELIVERED IF
AND AS PROVIDED IN THE DEFINITION OF CAUSE. FOR PURPOSES OF THIS AGREEMENT, A
"TERMINATION NOTICE" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED.
(C)
"TERMINATION DATE" MEANS (I) IF THIS
AGREEMENT IS TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER THE TERMINATION
NOTICE IS GIVEN (PROVIDED THAT EXECUTIVE SHALL NOT HAVE RETURNED TO THE
PERFORMANCE OF HIS DUTIES ON A FULL-TIME BASIS DURING SUCH THIRTY (30)-DAY
PERIOD), (II) IF EXECUTIVE RESIGNS OR TAKES RETIREMENT, THE DATE SPECIFIED IN
EXECUTIVE'S TERMINATION NOTICE (OR IF NO TERMINATION NOTICE IS GIVEN, THE DATE
UPON WHICH SUCH TERMINATION IS EFFECTIVE), (III) IF EXECUTIVE DIES, ON THE LAST
DAY OF THE MONTH NEXT SUCCEEDING THE MONTH DURING WHICH EXECUTIVE'S DEATH
OCCURS, AND (IV) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER
REASON, THE DATE ON WHICH A TERMINATION NOTICE IS GIVEN OR IS OTHERWISE
SPECIFIED IN THE NOTICE.
5.
SEVERANCE COMPENSATION.
(A)
GENERAL.
IF EXECUTIVE RESIGNS OR
TERMINATES EMPLOYMENT BY RETIREMENT, OR IF HIS EMPLOYMENT IS TERMINATED BY
REASON OF DEATH OR IS TERMINATED FOR CAUSE, THE COMPANY WILL PAY EXECUTIVE HIS
BASE SALARY IN EFFECT AT THE TIME THE TERMINATION NOTICE IS GIVEN (OR DEEMED
GIVEN) THROUGH THE TERMINATION DATE, AND THE COMPANY SHALL HAVE NO FURTHER
OBLIGATIONS TO EXECUTIVE UNDER THIS AGREEMENT. WITHOUT PREJUDICE TO ANY ACCRUED
AND VESTED RIGHTS EXECUTIVE MAY HAVE UNDER THE SUPPLEMENTAL RETIREMENT
AGREEMENT, THE ANNUAL CASH BONUS PLAN, THE RETIREMENT SAVINGS PLAN OR THE
SEVERANCE PAY PLAN AND EXCEPT AS OTHERWISE REQUIRED BY LAW, ALL OF EXECUTIVE'S
RIGHTS TO FRINGE BENEFITS FROM THE COMPANY WILL CEASE AS OF THE TERMINATION
DATE.
(B)
DISABILITY.
DURING ANY PERIOD THAT
EXECUTIVE FAILS TO PERFORM HIS DUTIES AS A RESULT OF INCAPACITY DUE TO MENTAL
ILLNESS OR PHYSICAL ILLNESS OR INJURY, HE SHALL CONTINUE TO RECEIVE HIS FULL
BASE SALARY AND BENEFITS UNTIL THE COMPANY TERMINATES HIS EMPLOYMENT FOR
DISABILITY. THEREAFTER, HE WILL BE ENTITLED TO MAJOR MEDICAL HEALTH INSURANCE
COVERAGE UNDER THE COMPANY'S EMPLOYEE GROUP HEALTH INSURANCE (OR SUBSTANTIALLY
SIMILAR HEALTH INSURANCE) UNTIL THE
3
THIRD ANNIVERSARY OF THE TERMINATION DATE OR UNTIL EXECUTIVE OBTAINS EMPLOYMENT
WITH ANOTHER EMPLOYER THAT MAKES HEALTH INSURANCE AVAILABLE TO ITS EMPLOYEES,
WHICHEVER OCCURS FIRST, AND SHALL BE ENTITLED TO RECEIVE DISABILITY BENEFITS IN
ACCORDANCE WITH THE DISABILITY INCOME INSURANCE PLAN OR PLANS MAINTAINED BY THE
COMPANY COVERING EXECUTIVE AT THE