EXTENT CURRENTLY PROVIDED BY NORTHSTAR CAPITAL INVESTMENT CORP.
(II)
INDEMNIFICATION. TO THE FULLEST EXTENT
PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY THE EXECUTIVE AGAINST ANY ACTUAL OR
THREATENED ACTION, SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE
OR INVESTIGATIVE, ARISING BY REASON OF THE EXECUTIVE'S STATUS AS A CURRENT OR
FORMER DIRECTOR, OFFICER, EMPLOYEE AND/OR AGENT OF THE COMPANY. THE EXECUTIVE
SHALL BE COVERED UNDER ANY DIRECTOR AND OFFICER INSURANCE POLICY OBTAINED BY THE
COMPANY, IF ANY, AND SHALL BE ENTITLED TO BENEFIT FROM ANY OFFICER
INDEMNIFICATION ARRANGEMENTS ADOPTED BY THE COMPANY, IF ANY, TO THE SAME EXTENT
AS OTHER DIRECTORS OR SENIOR EXECUTIVE OFFICERS OF THE COMPANY (INCLUDING THE
RIGHT TO SUCH COVERAGE OR BENEFIT FOLLOWING THE EXECUTIVE'S EMPLOYMENT TO THE
EXTENT LIABILITY CONTINUES TO EXIST). HOWEVER, THE EXECUTIVE AGREES TO REPAY ANY
EXPENSES PAID OR REIMBURSED BY THE COMPANY IF IT IS ULTIMATELY DETERMINED THAT
THE EXECUTIVE IS NOT LEGALLY ENTITLED TO BE INDEMNIFIED BY THE COMPANY.
(III)
VACATIONS. THE EXECUTIVE SHALL BE ELIGIBLE
FOR UP TO FIVE WEEKS OF ANNUAL VACATION TO BE ACCRUED IN ACCORDANCE WITH THE
COMPANY'S POLICY FOR ITS OTHER EXECUTIVES.
3.
TERMINATION OF EMPLOYMENT.
(A)
DEATH OR DISABILITY. THE EXECUTIVE'S
EMPLOYMENT SHALL TERMINATE AUTOMATICALLY UPON THE EXECUTIVE'S DEATH DURING THE
EMPLOYMENT PERIOD. IF THE COMPANY DETERMINES IN GOOD FAITH THAT THE DISABILITY
OF THE EXECUTIVE HAS OCCURRED DURING THE EMPLOYMENT PERIOD (PURSUANT TO THE
DEFINITION OF DISABILITY SET FORTH BELOW), IT MAY GIVE TO THE EXECUTIVE WRITTEN
NOTICE IN ACCORDANCE WITH SECTION 10(B) OF ITS INTENTION TO TERMINATE THE
EXECUTIVE'S EMPLOYMENT. IN SUCH EVENT, THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY SHALL TERMINATE EFFECTIVE ON THE 30TH DAY AFTER RECEIPT OF SUCH NOTICE
BY THE EXECUTIVE (THE "DISABILITY EFFECTIVE DATE"), PROVIDED THAT, WITHIN THE
30 DAYS AFTER SUCH RECEIPT, THE EXECUTIVE SHALL NOT HAVE RETURNED TO FULL-TIME
PERFORMANCE OF THE EXECUTIVE'S DUTIES. FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" SHALL MEAN THE INABILITY OF THE EXECUTIVE TO PERFORM THE
EXECUTIVE'S DUTIES WITH THE COMPANY ON A FULL-TIME BASIS FOR 180 BUSINESS DAYS
DURING ANY CONSECUTIVE TWELVE MONTH PERIOD AS A RESULT OF INCAPACITY DUE TO
MENTAL OR PHYSICAL ILLNESS WHICH IS
3
DETERMINED TO BE TOTAL AND PERMANENT BY A PHYSICIAN SELECTED BY THE COMPANY AND
ACCEPTABLE TO THE EXECUTIVE OR THE EXECUTIVE'S LEGAL REPRESENTATIVE OR BY THE
INSURANCE COMPANY WHICH INSURES THE COMPANY'S LONG-TERM DISABILITY PLAN IN WHICH
THE EXECUTIVE IS ELIGIBLE TO PARTICIPATE.
(B)
CAUSE. THE COMPANY MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT DURING THE EMPLOYMENT PERIOD WITH OR WITHOUT CAUSE. FOR
PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN THAT THE EXECUTIVE:
(I)
WILLFULLY AND CONTINUALLY REFUSES TO
SUBSTANTIALLY PERFORM THE EXECUTIVE'S RESPONSIBILITIES UNDER THIS AGREEMENT,
AFTER DEMAND FOR SUBSTANTIAL PERFORMANCE HAS BEEN GIVEN BY THE BOARD THAT
SPECIFICALLY IDENTIFIES HOW THE EXECUTIVE HAS REFUSED TO PERFORM SUCH
RESPONSIBILITIES;
(II)
WILLFULLY ENGAGES IN MISCONDUCT (INCLUDING
VIOLATIONS OF SECTIONS 7(A), (B) OR (C) OF THIS AGREEMENT) WHICH IS MATERIALLY
AND DEMONSTRABLY INJURIOUS TO THE COMPANY; OR
(III)
IS CONVICTED OF A FELONY OR PLEADS GUILTY