PHYSICAL
PACKING AND MOVING EXPENSES OF HOUSEHOLD GOODS AND ALL VEHICLES, 180 DAYS'
TEMPORARY HOUSING, TRAVEL EXPENSES FOR AT LEAST THREE HOUSE HUNTING TRIPS FOR
EXECUTIVE AND HIS SPOUSE.
THE COMPANY WILL GROSS UP THE EXECUTIVE, ON AN
AFTER-TAX BASIS, TO THE EXTENT THAT ANY RELOCATION BENEFITS PROVIDED HEREUNDER
ARE TAXABLE TO HIM.
(D)
BUSINESS EXPENSES.
THE COMPANY WILL REIMBURSE THE EXECUTIVE FOR
REASONABLE TRAVEL, LODGING AND MEAL EXPENSES INCURRED BY HIM IN CONNECTION WITH
HIS PERFORMANCE OF SERVICES HEREUNDER UPON SUBMISSION OF INFORMATION REQUIRED TO
BE PROVIDED UNDER THE COMPANY'S POLICY FOR REIMBURSEMENT OF BUSINESS EXPENSES.
THE
5
COMPANY WILL PAY THE EXECUTIVE'S REASONABLE COSTS OF LEGAL COUNSEL INCURRED IN
CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND WILL
REIMBURSE THE EXECUTIVE FOR UP TO 60 DAYS' INTEREST COSTS UNDER THE INDEBTEDNESS
THE EXECUTIVE INCURS TO EXERCISE HIS VESTED STOCK OPTIONS GRANTED BY HIS PRIOR
EMPLOYER.
(E)
VACATION.
THE EXECUTIVE WILL BE ENTITLED TO FOUR WEEKS' PAID
VACATION ANNUALLY.
(F)
SECURITY.
THE COMPANY SHALL FROM TIME TO TIME ENGAGE THE
SERVICES OF A THIRD-PARTY SECURITY CONSULTANT TO CONSIDER SECURITY MATTERS
REGARDING THE EXECUTIVE AND EXECUTIVE'S TRAVEL, ETC.
5.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION DUE TO DEATH OR DISABILITY.
THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY SHALL TERMINATE UPON HIS DEATH AND THE COMPANY MAY
TERMINATE THE EXECUTIVE'S EMPLOYMENT AS A RESULT OF THE EXECUTIVE'S DISABILITY
(AS DEFINED BELOW).
IN THE EVENT OF EITHER SUCH TERMINATION OF EMPLOYMENT, THE
EXECUTIVE SHALL ONLY BE ENTITLED TO THE PAYMENTS AND BENEFITS PROVIDED FOR IN
SECTION 5(F)(I) AND SECTION 5(F)(II).
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" MEANS A PHYSICAL OR MENTAL DISABILITY THAT PREVENTS THE PERFORMANCE
BY THE EXECUTIVE OF HIS OBLIGATIONS HEREUNDER LASTING (OR LIKELY TO LAST, BASED
ON COMPETENT MEDICAL EVIDENCE PRESENTED TO THE BOARD) FOR A CONTINUOUS PERIOD OF
SIX MONTHS OR LONGER.
THE REASONED AND GOOD FAITH JUDGMENT OF THE BOARD AS TO
THE EXECUTIVE'S DISABILITY WILL BE FINAL AND WILL BE BASED ON SUCH COMPETENT
MEDICAL EVIDENCE AS SHALL BE PRESENTED TO IT BY THE EXECUTIVE OR BY ANY
PHYSICIAN OR GROUP OF PHYSICIANS OR OTHER COMPETENT MEDICAL EXPERTS EMPLOYED BY
THE EXECUTIVE, OR BY THE COMPANY AND REASONABLY ACCEPTABLE TO THE EXECUTIVE, TO
ADVISE THE BOARD.
(B)
TERMINATION BY THE COMPANY FOR CAUSE.
THE COMPANY MAY TERMINATE
THE EXECUTIVE'S EMPLOYMENT FOR CAUSE.
IN THE EVENT OF SUCH A TERMINATION OF
EMPLOYMENT, THE EXECUTIVE SHALL ONLY BE ENTITLED TO THE PAYMENTS AND BENEFITS
PROVIDED FOR IN SECTION 5(F)(I).
"CAUSE" MEANS (I) EXECUTIVE'S CONVICTION OF,
OR ENTERING A PLEA OF GUILTY OR NOLO CONTENDERE TO, A FELONY, (II) EXECUTIVE'S
ENGAGING IN CONDUCT THAT CONSTITUTES WILLFUL GROSS NEGLECT OR WILLFUL GROSS
MISCONDUCT WITH RESPECT TO HIS EMPLOYMENT DUTIES WHICH RESULTS IN MATERIAL
ECONOMIC HARM TO THE COMPANY, (III) EXECUTIVE'S VIOLATION OF THE COMPANY'S
STANDARD OF CONDUCT OR OTHER MATERIAL COMPANY POLICY, OR (IV) INACCURACY OF ANY
REPRESENTATION OR BREACH OF COVENANT MADE BY THE EXECUTIVE IN CONNECTION WITH
SECURING EMPLOYMENT HEREUNDER; PROVIDED, THE COMPANY SHALL HAVE DELIVERED TO