PROVIDED ANY OTHER SENIOR
EXECUTIVE OF THE COMPANY; PROVIDED THAT EXECUTIVE COMPLIES WITH THE CONDITIONS
ATTENDANT WITH COVERAGE UNDER SUCH PLANS OR ARRANGEMENTS.
IN ADDITION TO THE
COMPANY'S GROUP INSURANCE POLICIES, THE COMPANY SHALL PROVIDE EXECUTIVE WITH
TERM LIFE INSURANCE WITH A DEATH BENEFIT EQUAL TO HIS BASE SALARY AND WITH A
DISABILITY INSURANCE POLICY THAT PROVIDES FOR FULL INCOME REPLACEMENT FOR THE
FIRST THIRTY-SIX (36) MONTHS OF EXECUTIVE'S DISABILITY AFTER WHICH TIME THE
STANDARD DISABILITY BENEFIT AVAILABLE TO SENIOR EXECUTIVES SHALL APPLY TO
EXECUTIVE.
FULL INCOME SHALL INCLUDE BASE SALARY FOR THE YEAR IN WHICH
DISABILITY OCCURS PLUS THE GREATER OF THE ACTUAL BONUS FOR THE YEAR PRIOR TO THE
OCCURRENCE OF DISABILITY OR THE TARGET BONUS FOR THE YEAR IN WHICH DISABILITY
OCCURS.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NOTHING CONTAINED
HEREIN SHALL BE CONSTRUED TO PREVENT THE COMPANY FROM MODIFYING OR TERMINATING
ANY PLAN OR ARRANGEMENT, NOT INCLUDING THE ANNUAL BONUS PLAN DESCRIBED IN
SECTION 3(B), IN EXISTENCE ON THE DATE HEREOF PROVIDED THAT NO SUCH MODIFICATION
OR TERMINATION ADVERSELY AFFECTS ANY AWARD OR OTHER ENTITLEMENT PREVIOUSLY
GRANTED TO EXECUTIVE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EXECUTIVE SHALL BE ENTITLED TO NO LESS THAN FOUR WEEKS OF PAID VACATION PER
CALENDAR YEAR.
THE COMPANY SHALL ALSO REIMBURSE EXECUTIVE FOR THE COST
(INCLUDING TRAVEL COSTS) OF AN ANNUAL PHYSICAL EXAM PROVIDED BY AN EXECUTIVE
HEALTH PROGRAM SELECTED BY EXECUTIVE.
(F)
PERQUISITES; EXPENSES.
DURING THE TERM, EXECUTIVE SHALL BE
ENTITLED TO PERQUISITES NO LESS FAVORABLE THAN THOSE PROVIDED TO ANY OTHER
SENIOR EXECUTIVE OF THE COMPANY.
IN ADDITION, THE COMPANY SHALL PROMPTLY PAY
OR, IF SUCH EXPENSES ARE PAID DIRECTLY BY EMPLOYEE, EXECUTIVE SHALL BE ENTITLED
TO RECEIVE PROMPT REIMBURSEMENT, FOR ALL REASONABLE EXPENSES THAT EXECUTIVE
INCURS DURING HIS EMPLOYMENT WITH THE COMPANY IN CARRYING OUT EXECUTIVE'S DUTIES
UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE INCURRED IN
CONNECTION WITH BUSINESS RELATED TRAVEL OR ENTERTAINMENT, UPON PRESENTATION OF
EXPENSE STATEMENTS AND CUSTOMARY SUPPORTING DOCUMENTATION.
EXECUTIVE SHALL BE
REIMBURSED FOR THE COST OF COMMUTATION (BY TRAIN, CAR OR CAR SERVICE AT
EXECUTIVE'S DISCRETION) BETWEEN HIS HOME AND THE COMPANY'S OFFICE AND BETWEEN
HIS HOME AND AN AIRPORT AND AT ALL OTHER TIMES WHEN TRAVELING ON COMPANY
BUSINESS.
WHEN TRAVELING ON COMPANY BUSINESS, EXECUTIVE SHALL BE ENTITLED TO
USE ANY AIRCRAFT OWNED OR LEASED BY THE COMPANY ("COMPANY AIRCRAFT") OR FLY
COMMERCIAL FIRST-CLASS. ANY OTHER USE OF COMPANY AIRCRAFT SHALL BE GOVERNED BY
APPLICABLE COMPANY POLICY.
(G)
ADDITIONAL COMPENSATION AND BENEFITS.
NOTHING CONTAINED IN THIS
AGREEMENT SHALL LIMIT THE BOARD IN AWARDING, IN ITS DISCRETION, ADDITIONAL
COMPENSATION AND BENEFITS TO EXECUTIVE.
4.
TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.
(A)
DEATH; DISABILITY; TERMINATION FOR CAUSE.
EXECUTIVE'S EMPLOYMENT
SHALL TERMINATE AUTOMATICALLY UPON HIS DEATH OR DISABILITY.
THE COMPANY MAY
TERMINATE EXECUTIVE'S EMPLOYMENT FOR CAUSE.
IT SHALL NOT BE DEEMED TO BE A
BREACH OF THIS AGREEMENT FOR THE EXECUTIVE TO VOLUNTARILY TERMINATE HIS
EMPLOYMENT WITHOUT GOOD REASON.
UPON A TERMINATION OF EXECUTIVE'S EMPLOYMENT
(I) DUE TO EXECUTIVE'S DEATH OR DISABILITY, OR
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