addition to
the stay bonus described in this paragraph
11.
OTHER BENEFITS.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, DURING THE
EMPLOYMENT PERIOD, THE EXECUTIVE SHALL BE ELIGIBLE FOR ALL NON-WAGE BENEFITS THE
COMPANY PROVIDES GENERALLY FOR ITS EXECUTIVE EMPLOYEES.
(B)
THE EXECUTIVE SHALL BE ENTITLED TO, AND THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO PROCURE, DIRECTOR AND OFFICER LIABILITY
INSURANCE COVERAGE INSURING THE EXECUTIVE FOR ACTS AND OMISSIONS WHILE AN
OFFICER AND DIRECTOR OF THE COMPANY (WHICH INSURANCE SHALL COVER EXECUTIVE AFTER
THE TERMINATION OF HIS EMPLOYMENT HEREUNDER) ON A BASIS NO LESS FAVORABLE TO HIM
THAN THE COVERAGE PROVIDED TO OTHER OFFICERS AND DIRECTORS; PROVIDED, HOWEVER,
THAT IN THE EVENT THE COMPANY IS UNABLE TO SECURE SUCH COVERAGE, THE EXECUTIVE
SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT FREE OF THE RESTRICTIONS SET FORTH
IN SUBSECTION 18(B) HEREOF; PROVIDED FURTHER THAT THE EXECUTIVE SHALL ONLY BE
ENTITLED TO TERMINATE HIS EMPLOYMENT AS CONTEMPLATED ABOVE FREE OF THE
RESTRICTIONS IMPOSED BY SUBSECTION 18(B) IF THE EXECUTIVE EFFECTS SUCH
TERMINATION WITHIN FORTY-FIVE (45) DAYS FOLLOWING RECEIPT OF NOTICE OF THE LACK
OF SUCH COVERAGE.
FOR THE AVOIDANCE OF DOUBT, IF THE EXECUTIVE TERMINATES HIS
EMPLOYMENT AS CONTEMPLATED BY THIS SUBSECTION 18(B), THEN HE SHALL NOT BE
ENTITLED TO ANY SEVERANCE BENEFITS UNDER THIS AGREEMENT.
4
12.
BUSINESS EXPENSES.
(A)
REIMBURSEMENT. THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR THE
REASONABLE, ORDINARY, AND NECESSARY BUSINESS EXPENSES INCURRED BY HIM IN
CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, ORDINARY AND NECESSARY TRAVEL EXPENSES AND ENTERTAINMENT EXPENSES
AND MOBILE PHONE EXPENSES.
(B)
ACCOUNTING. THE EXECUTIVE SHALL PROVIDE THE COMPANY WITH AN
ACCOUNTING OF HIS EXPENSES, WHICH ACCOUNTING SHALL CLEARLY REFLECT WHICH
EXPENSES ARE REIMBURSABLE BY THE COMPANY. THE EXECUTIVE SHALL PROVIDE THE
COMPANY WITH SUCH OTHER SUPPORTING DOCUMENTATION AND OTHER SUBSTANTIATION OF
REIMBURSABLE EXPENSES AS WILL CONFORM TO INTERNAL REVENUE SERVICE OR OTHER
REASONABLE REQUIREMENTS. ALL SUCH REIMBURSEMENTS SHALL BE PAYABLE BY THE COMPANY
TO THE EXECUTIVE PROMPTLY AFTER RECEIPT BY THE COMPANY OF APPROPRIATE
DOCUMENTATION THEREFOR.
13.
TERMINATION.
(A)
THIS AGREEMENT MAY BE TERMINATED BY THE COMPANY OR THE BOARD OR AN
APPROPRIATE COMMITTEE THEREOF AT ANY TIME FOR THE FOLLOWING REASONS:
(1)
FOR CAUSE, BY WRITTEN NOTICE TO THE EXECUTIVE.
"CAUSE" SHALL MEAN
TERMINATION FOR GROSS NEGLIGENCE RELATED TO THE PERFORMANCE OF THE EXECUTIVE'S
DUTIES, COMMISSION OF A FELONY, OR MATERIAL VIOLATION OF ANY SIGNIFICANT
POLICIES OF THE COMPANY, WHICH VIOLATION HAS NOT BEEN CURED OR SUBSTANTIALLY
MITIGATED BY THE EXECUTIVE AFTER NOTICE THEREOF HAS BEEN PROVIDED TO HIM AND HE
HAS BEEN GIVEN THREE (3) DAYS TO EFFECT SUCH CURE OR MITIGATION; OR
(2)
IN THE EVENT OF THE DEATH OR DISABILITY OF THE EXECUTIVE;
PROVIDED, HOWEVER, THE EXECUTIVE MAY ONLY BE TERMINATED FOR DISABILITY IF THE
EXECUTIVE IS ENTITLED TO RECEIVE DISABILITY BENEFITS AS CONTEMPLATED BY
SECTION 8; OR
(3)
WITHOUT CAUSE FOR ANY REASON BY PROVIDING TO THE EXECUTIVE THE
SEVERANCE BENEFITS SET FORTH IN SECTION 14.
(B)
THIS AGREEMENT MAY BE