HAVE NO
FURTHER OBLIGATIONS OR LIABILITIES
4
HEREUNDER TO EMPLOYEE'S ESTATE OR LEGAL REPRESENTATIVE OR OTHERWISE, OTHER THAN
THE PAYMENT OF BENEFITS, IF ANY, PURSUANT TO SECTION 2(C).
(II)
DISABILITY.
IF THE EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO
THE PROVISIONS OF SECTION 3(A) ABOVE DUE TO EMPLOYEE'S TOTAL DISABILITY AS
DETERMINED THEREUNDER, THIS AGREEMENT SHALL TERMINATE, AND (I) EMPLOYERS WILL
CONTINUE THE PAYMENT OF EMPLOYEE'S BASIC COMPENSATION AT THE THEN CURRENT RATE
UNTIL THE EARLIER OF (A) THE BENEFITS UNDER ANY LONG-TERM DISABILITY INSURANCE
PROVIDED BY EMPLOYERS COMMENCES OR (B) 180 DAYS FROM THE DATE OF SUCH TOTAL
DISABILITY, (II) EMPLOYERS SHALL PAY A PRO RATA PORTION (BASED ON A FRACTION THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS EMPLOYEE WORKED IN THE YEAR EMPLOYEE
BECAME TOTALLY DISABLED AND THE DENOMINATOR OF WHICH IS 365) OF THE BONUS AS SET
FORTH IN SECTION 2(B) WHICH EMPLOYEE WOULD HAVE BEEN ENTITLED TO RECEIVE FOR THE
YEAR IN WHICH TERMINATION OCCURS IF THE PERFORMANCE OBJECTIVES ESTABLISHED IN
EMPLOYERS' MANAGEMENT INCENTIVE PLAN ARE ACHIEVED, AND (III) EMPLOYERS SHALL PAY
ANY UN-REIMBURSED EXPENSES PURSUANT TO SECTION 5 BELOW.
THEREAFTER, EMPLOYERS
SHALL HAVE NO OBLIGATION FOR BASIC COMPENSATION OR OTHER COMPENSATION PAYMENTS
TO EMPLOYEE DURING THE CONTINUANCE OF SUCH TOTAL DISABILITY.
(III)
TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION.
IF THE
EMPLOYMENT PERIOD IS TERMINATED FOR CAUSE OR VOLUNTARILY BY THE EMPLOYEE FOR
REASONS OTHER THAN THOSE DESCRIBED IN SECTION 3(A) OR 3(D) ABOVE, NO FURTHER
COMPENSATION OR BENEFITS SHALL BE PAID TO EMPLOYEE AFTER THE DATE OF
TERMINATION, BUT EMPLOYEE SHALL BE ENTITLED TO RECEIVE BENEFITS TO WHICH SHE IS
OR MAY BECOME ENTITLED PURSUANT TO ANY BENEFIT PLAN WHICH BY ITS TERMS SURVIVE
TERMINATION.
(IV)
TERMINATION WITHOUT CAUSE; CONSTRUCTIVE TERMINATION.
IF THE
EMPLOYMENT PERIOD IS TERMINATED PURSUANT TO SECTION 3(C) OR 3(D) ABOVE, EMPLOYEE
SHALL BE ENTITLED (I) TO CONTINUE TO RECEIVE FROM EMPLOYERS HER THEN CURRENT
BASIC COMPENSATION, SUCH AMOUNT TO CONTINUE TO BE PAID IN ACCORDANCE WITH THE
PAYROLL PRACTICES OF EMPLOYERS FOR A PERIOD EQUAL TO 18 MONTHS, (II) TO RECEIVE
HER BONUS PURSUANT TO SECTION 2(B) FOR THE YEAR IN WHICH EMPLOYEE IS TERMINATED,
(III) DURING SUCH 18-MONTH PERIOD, TO CONTINUE TO RECEIVE THE BENEFITS TO WHICH
SHE WOULD OTHERWISE BE ENTITLED DURING THE EMPLOYMENT PERIOD PURSUANT TO SECTION
2(C) ABOVE; PROVIDED THAT EMPLOYEE SHALL CONTINUE TO MAKE THE SAME CONTRIBUTIONS
TOWARD SUCH COVERAGE AS EMPLOYEE WAS MAKING ON THE DATE OF TERMINATION, WITH
SUCH ADJUSTMENTS TO CONTRIBUTIONS AS ARE MADE GENERALLY FOR ALL EMPLOYERS'
EMPLOYEES, AND (IV) DURING SUCH 18-MONTH PERIOD, TO A MONTHLY AUTOMOBILE
ALLOWANCE AS CONTEMPLATED BY SECTION 5 BELOW; PROVIDED, HOWEVER, THAT EMPLOYEE
SHALL NO LONGER BE ENTITLED TO PARTICIPATE IN ANY OF EMPLOYERS' 401K PLANS,
EXCESS SAVINGS PLANS, TAX QUALIFIED PROFIT SHARING PLANS OR ANY OTHER RETIREMENT
PLANS.
EMPLOYEE SHALL HAVE THE OPTION TO RECEIVE THE PRESENT VALUE OF THE
COMPENSATION, BONUS AND BENEFITS (AT A 12% DISCOUNT) DESCRIBED IN THE
IMMEDIATELY PRECEDING SENTENCE IN A LUMP SUM PAYMENT, WITH SUCH OPTION TO