THE EXECUTIVE SHALL BE ENTITLED TO VACATION IN ACCORDANCE WITH THE COMPANY'S
VACATION POLICIES IN EFFECT FROM TIME TO TIME.
(D)
EXISTING INDEBTEDNESS.
BEGINNING ON
FEBRUARY 28, 2005 (THE "WAIVER DATE") AND ON EACH OF THE FOLLOWING TWO
ANNIVERSARIES OF THE WAIVER DATE THEREAFTER DURING THE INITIAL TERM OF
EMPLOYMENT HEREUNDER, AND ONLY FOR SO LONG AS THE EXECUTIVE SHALL CONTINUE TO BE
EMPLOYED BY THE COMPANY HEREUNDER ON SUCH WAIVER DATE, THE COMPANY SHALL
RELEASE, CANCEL, FORGIVE AND FOREVER DISCHARGE AN AMOUNT EQUAL TO ONE THIRD
(1/3) OF THE OUTSTANDING PRINCIPAL AMOUNT (AND ANY ACCRUED BUT UNPAID INTEREST
THEREON) UNDER THAT CERTAIN PROMISSORY NOTE, DATED SEPTEMBER 20, 2001, MADE BY
THE EXECUTIVE IN FAVOR OF THE COMPANY IN THE ORIGINAL PRINCIPAL AMOUNT OF
$500,000.
IN THE EVENT THAT THE EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED
BY THE COMPANY, OTHER THAN DUE TO DISABILITY IN ACCORDANCE WITH SECTION 8(B) OR
FOR CAUSE IN ACCORDANCE WITH SECTION 8(C)(I), OR IN THE EVENT OF THE EXECUTIVE'S
TERMINATION OF HIS EMPLOYMENT AS A RESULT OF A CONSTRUCTIVE TERMINATION, THE
COMPANY SHALL RELEASE, CANCEL, FORGIVE AND FOREVER DISCHARGE THE ENTIRE
OUTSTANDING PRINCIPAL AMOUNT OF SUCH PROMISSORY NOTE AS OF THE DATE OF SUCH
TERMINATION.
7.
REIMBURSEMENT OF BUSINESS AND OTHER
EXPENSES.
(A)
THE EXECUTIVE SHALL BE AUTHORIZED TO INCUR
REASONABLE BUSINESS EXPENSES IN CARRYING OUT HIS DUTIES AND RESPONSIBILITIES
UNDER THIS AGREEMENT WHICH ARE CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT
FROM TIME TO TIME WITH RESPECT TO TRAVEL, ENTERTAINMENT AND OTHER BUSINESS
EXPENSES, AND THE COMPANY SHALL PROMPTLY REIMBURSE HIM FOR ALL SUCH EXPENSES,
SUBJECT TO HIS SATISFACTION OF COMPANY REQUIREMENTS WITH RESPECT TO REPORTING
AND DOCUMENTATION OF SUCH EXPENSES.
(B)
ALL AMOUNTS PAYABLE TO THE EXECUTIVE AS
COMPENSATION HEREUNDER SHALL BE SUBJECT TO ALL REQUIRED AND CUSTOMARY
WITHHOLDING BY THE COMPANY.
8.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION DUE TO DEATH.
IN THE EVENT
THAT THE EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED DUE TO HIS DEATH, HIS
ESTATE OR HIS BENEFICIARIES (AS THE CASE MAY BE) SHALL BE ENTITLED TO THE
FOLLOWING:
(I)
PAYMENT OF THE BASE SALARY THROUGH THE
DATE OF HIS DEATH AND FOR AN ADDITIONAL 90 DAYS THEREAFTER;
(II)
A PRO-RATA ANNUAL INCENTIVE AWARD FOR THE
YEAR IN WHICH HIS DEATH OCCURS, PAYABLE IN A LUMP SUM PROMPTLY AFTER THE DATE OF
HIS DEATH IN DUE COURSE WITH SUCH PAYMENTS MADE TO OTHER EXECUTIVES OF THE
COMPANY FOLLOWING THE END OF THE COMPANY'S FISCAL YEAR;
(III)
A LUMP-SUM PAYMENT PROMPTLY AFTER HIS DEATH
IN RESPECT OF ALL ACCRUED BUT UNUSED VACATION DAYS AT HIS BASE SALARY RATE IN
EFFECT ON THE TERMINATION DATE, PAYMENT OF ANY OTHER AMOUNTS EARNED, ACCRUED AND
OWING TO THE EXECUTIVE BUT NOT YET PAID AND
7
RECEIPT OF OTHER VESTED BENEFITS IN ACCORDANCE WITH APPLICABLE PLANS AND
PROGRAMS OF THE COMPANY (THE "STANDARD BENEFIT"); AND
(IV)
PAYMENT OF COBRA PREMIUMS FOR THE ENTIRE
PERIOD OF ELIGIBILITY FOR THE EXECUTIVE'S ELIGIBLE DEPENDENTS AND CONTINUED
PARTICIPATION FOR ONE YEAR FOR EACH OF THE EXECUTIVE'S DEPENDENTS IN ALL OTHER