IN CASH OF $70,000 TO COVER EXECUTIVE'S
MOVING EXPENSES, WHICH SHALL BE GROSSED-UP FOR ANY INCOME TAXES, USING ACTUAL
INCOME TAX RATES APPLICABLE TO EXECUTIVE FOR THE CALENDAR YEAR OF PAYMENT.
(B)
BUSINESS TRAVEL, LODGING, ETC.
THE COMPANY SHALL REIMBURSE
EXECUTIVE FOR REASONABLE TRAVEL, LODGING, MEAL AND OTHER REASONABLE EXPENSES
INCURRED BY EXECUTIVE IN CONNECTION WITH EXECUTIVE'S PERFORMANCE OF SERVICES
HEREUNDER UPON SUBMISSION OF EVIDENCE, SATISFACTORY TO THE COMPANY, OF THE
INCURRENCE AND PURPOSE OF EACH SUCH EXPENSE AND OTHERWISE IN ACCORDANCE WITH THE
COMPANY'S EXPENSE SUBSTANTIATION POLICY APPLICABLE TO ITS SENIOR EXECUTIVES AS
IN EFFECT FROM TIME TO TIME (THE "EXPENSE POLICY").
(C)
VACATION.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL BE
ENTITLED TO FOUR WEEKS OF PAID VACATION PER CALENDAR YEAR, WITHOUT CARRYOVER
ACCUMULATION, WHICH SHALL ACCRUE IN EQUAL INSTALLMENTS ON A MONTHLY BASIS.
7.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION DUE TO DEATH, DISABILITY.
IN THE EVENT THAT
EXECUTIVE'S EMPLOYMENT HEREUNDER TERMINATES DUE TO EXECUTIVE'S DEATH OR IS
TERMINATED BY THE COMPANY DUE TO EXECUTIVE'S DISABILITY, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE ONLY THE PAYMENTS OR BENEFITS SPECIFIED IN SECTION 7(F)(I).
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL HAVE THE SAME MEANING GIVEN
TO SUCH TERM IN THE COMPANY'S LONG-TERM DISABILITY PLAN.
(B)
TERMINATION BY THE COMPANY.
THE COMPANY MAY TERMINATE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY WITH OR WITHOUT CAUSE.
"CAUSE" SHALL MEAN
(I) EXECUTIVE'S WILLFUL FAILURE TO SUBSTANTIALLY PERFORM EXECUTIVE'S DUTIES
HEREUNDER (OTHER THAN ANY SUCH FAILURE DUE TO EXECUTIVE'S PHYSICAL OR MENTAL
ILLNESS) AFTER AT LEAST 30 DAYS' WRITTEN NOTICE TO EXECUTIVE SPECIFYING SUCH
FAILURE IN REASONABLE DETAIL, AND EXECUTIVE'S FAILURE TO CURE SUCH FAILURE,
(II) EXECUTIVE'S ENGAGING IN MISCONDUCT THAT HAS CAUSED OR IS REASONABLY
EXPECTED TO RESULT IN MATERIAL INJURY TO THE COMPANY OR ANY OF ITS AFFILIATES OR
ANY OF THEIR INTERESTS, (III) EXECUTIVE'S BREACH OF ANY FIDUCIARY DUTY OWED TO,
OR FRAUD WITH
4
RESPECT TO, THE COMPANY OR ANY OF ITS AFFILIATES, (IV) EXECUTIVE'S INDICTMENT
FOR OR CONVICTION OF, OR ENTERING A PLEA OF GUILTY OR NOLO CONTENDERE TO, A
FELONY OR OTHER SERIOUS CRIME AND (V) EXECUTIVE'S MATERIAL BREACH OF ANY OF
EXECUTIVE'S OBLIGATIONS HEREUNDER, UNDER ANY OTHER WRITTEN AGREEMENT OR COVENANT
WITH THE COMPANY (INCLUDING, WITHOUT LIMITATION, THE CONFIDENTIALITY AGREEMENT),
OR UNDER ANY WRITTEN POLICY, PROGRAM OR CODE OF THE COMPANY.
(C)
TERMINATION BY EXECUTIVE.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT
WITH THE COMPANY WITH OR WITHOUT GOOD REASON.
"GOOD REASON" SHALL MEAN A
TERMINATION BY EXECUTIVE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, BY WRITTEN
NOTICE TO THE COMPANY SPECIFYING IN REASONABLE DETAIL THE CIRCUMSTANCES CLAIMED
TO PROVIDE THE BASIS FOR SUCH TERMINATION, WITHIN 30 DAYS FOLLOWING THE
OCCURRENCE, WITHOUT EXECUTIVE'S CONSENT, OF ANY OF THE FOLLOWING EVENTS AND THE
FAILURE OF THE COMPANY TO CORRECT THE CIRCUMSTANCES SET FORTH IN EXECUTIVE'S
WRITTEN NOTICE WITHIN 30 DAYS OF RECEIPT OF SUCH NOTICE:
(I) THE ASSIGNMENT TO
EXECUTIVE OF DUTIES THAT ARE SIGNIFICANTLY DIFFERENT FROM, AND THAT RESULT IN A
SUBSTANTIAL AND SUSTAINED DIMINUTION OF DUTIES THAT EXECUTIVE IS TO ASSUME