THE COMPANY, AS
SUCH PLANS, POLICIES AND ARRANGEMENTS MAY EXIST FROM TIME TO TIME.
(B)
VACATION.
EXECUTIVE WILL BE ENTITLED TO RECEIVE PAID ANNUAL
VACATION IN ACCORDANCE WITH COMPANY POLICY FOR OTHER SENIOR EXECUTIVE OFFICERS.
6.
EXPENSES.
THE COMPANY WILL REIMBURSE EXECUTIVE FOR REASONABLE
TRAVEL, ENTERTAINMENT AND OTHER EXPENSES INCURRED BY EXECUTIVE IN THE
FURTHERANCE OF THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER, IN ACCORDANCE
WITH THE COMPANY'S EXPENSE REIMBURSEMENT POLICY AS IN EFFECT FROM TIME TO TIME.
FOR PURPOSES OF CLARIFICATION, THE COMPANY SHALL REIMBURSE EXECUTIVE FOR
APPROXIMATELY 70% OF HIS (A) TRAVEL EXPENSES TO AND FROM CALIFORNIA, AND (B)
CONNECTICUT OFFICE EXPENSES (INCLUDING, WITHOUT LIMITATION, SECRETARIAL
ASSISTANCE, PHONE, PROFESSIONAL SUBSCRIPTIONS, AND INTERNET ACCESS).
7.
TERMINATION OF EMPLOYMENT.
IN THE EVENT EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY TERMINATES FOR ANY REASON, EXECUTIVE WILL BE ENTITLED TO ANY
(A) UNPAID BASE SALARY ACCRUED UP TO THE EFFECTIVE DATE OF TERMINATION;
(B) UNPAID, BUT EARNED AND ACCRUED ANNUAL INCENTIVE FOR ANY COMPLETED FISCAL
YEAR AS OF HIS TERMINATION OF EMPLOYMENT; (C) PAY FOR ACCRUED BUT UNUSED
VACATION; (D) BENEFITS OR COMPENSATION AS PROVIDED UNDER THE TERMS OF ANY
EMPLOYEE BENEFIT AND COMPENSATION AGREEMENTS OR PLANS APPLICABLE TO EXECUTIVE
(E) UNREIMBURSED BUSINESS EXPENSES REQUIRED TO BE REIMBURSED TO EXECUTIVE, AND
(F) RIGHTS TO INDEMNIFICATION EXECUTIVE MAY HAVE UNDER THE COMPANY'S ARTICLES OF
INCORPORATION, BYLAWS, THIS AGREEMENT, OR SEPARATE INDEMNIFICATION AGREEMENT, AS
APPLICABLE.
IN ADDITION, IF THE TERMINATION IS BY THE COMPANY WITHOUT CAUSE OR
EXECUTIVE RESIGNS FOR GOOD REASON, EXECUTIVE WILL BE ENTITLED TO THE AMOUNTS AND
BENEFITS SPECIFIED IN SECTION 8.
8.
SEVERANCE.
(A)
TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON DURING
EMPLOYMENT TERM.
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE OR IF
5
EXECUTIVE RESIGNS FOR GOOD REASON, THEN, SUBJECT TO SECTION 9 AND IN ADDITION TO
THE AMOUNTS PROVIDED IN SECTION 7, EXECUTIVE WILL RECEIVE CONTINUED PAYMENTS OF
EXECUTIVE'S BASE SALARY AT A RATE EQUAL TO 135% OF SUCH BASE SALARY, FOR THE
LONGER OF (1) ONE YEAR AND (2) THE REMAINING PERIOD OF THE INITIAL TERM OR
ADDITIONAL TERM (AS APPLICABLE).
SUCH AMOUNTS SHALL BE PAID OUT BI-WEEKLY IN
ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL POLICIES.
THESE AMOUNTS SHALL BE
DETERMINED WITHOUT REGARD FOR ANY REDUCTION THAT WAS THE BASIS FOR A TERMINATION
BY EXECUTIVE FOR GOOD REASON, IF APPLICABLE.
(B)
TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON PRIOR TO
FIRST ANNIVERSARY OF EFFECTIVE DATE.
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON, AND THE TERMINATION
OR RESIGNATION OCCURS PRIOR TO THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE,
THEN, SUBJECT TO SECTION 9 AND IN ADDITION TO THE AMOUNTS PROVIDED IN SECTIONS 7
AND 8(A), EXECUTIVE WILL RECEIVE A SINGLE LUMP SUM CASH PAYMENT IN AN AMOUNT
EQUAL TO THE FIRST YEAR SEVERANCE PAYMENT.
(C)
TERMINATION UPON DEATH OR DISABILITY.
IF EXECUTIVE'S EMPLOYMENT
IS TERMINATED ON ACCOUNT OF THE EXECUTIVE'S DEATH OR DISABILITY, EXECUTIVE SHALL
RECEIVE, IN ADDITION TO THE PAYMENTS REQUIRED BY SECTION 7, A