ITS
SOLE DISCRETION, AND WITHOUT LIMITATION, CONSIDER WITH RESPECT TO ANY
DETERMINATION BY THE BOARD WITH RESPECT TO THE PAYMENT OR AMOUNT OF SUCH BONUS
OR BONUSES, INCLUDE EXECUTIVE'S JOB PERFORMANCE AND UT'S FINANCIAL PERFORMANCE.
7
3.3.
PARTICIPATION IN BENEFIT PLANS.
EXECUTIVE SHALL BE ELIGIBLE TO
PARTICIPATE IN ANY LONG-TERM INCENTIVE, STOCK OPTION, EMPLOYEE STOCK OWNERSHIP,
PENSION, THRIFT, PROFIT SHARING, GROUP LIFE OR DISABILITY INSURANCE, MEDICAL OR
DENTAL COVERAGE, EDUCATION, OR OTHER RETIREMENT OR EMPLOYEE BENEFIT PLAN OR
PROGRAM THAT UT HAS ADOPTED OR MAY ADOPT FOR THE BENEFIT OF ITS EMPLOYEES, ON
THE SAME BASIS AS OTHER EXECUTIVE EMPLOYEES.
SUCH PARTICIPATION SHALL BE
SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PLANS OR PROGRAMS, INCLUDING, BUT
NOT LIMITED TO, SUCH GENERALLY APPLICABLE ELIGIBILITY PROVISIONS AS MAY BE IN
EFFECT FROM TIME TO TIME.
EXECUTIVE SHALL BE ENTITLED TO PAID VACATION
(INITIALLY FOUR (4) WEEKS PER CALENDAR YEAR), PAID SICK LEAVE, AND HOLIDAYS
(INITIALLY ELEVEN (11) DAYS PER CALENDAR YEAR) ON THE SAME BASIS AS MAY FROM
TIME TO TIME APPLY TO OTHER UT EXECUTIVE EMPLOYEES GENERALLY.
3.4.
EXPENSES.
UT SHALL REIMBURSE EXECUTIVE FOR ALL REASONABLE,
ORDINARY AND NECESSARY BUSINESS EXPENSES ACTUALLY INCURRED BY EXECUTIVE IN
CONNECTION WITH HER PERFORMANCE HEREUNDER, INCLUDING ORDINARY AND NECESSARY
EXPENSES INCURRED BY EXECUTIVE IN CONNECTION WITH TRAVEL ON UT BUSINESS,
PROVIDED ALL SUCH EXPENSES HAVE BEEN APPROVED IN ADVANCE BY UT IN ACCORDANCE
WITH AND SUBJECT TO THE TERMS AND CONDITIONS OF UT'S THEN-PREVAILING EXPENSE
POLICY.
AS A CONDITION PRECEDENT TO OBTAINING SUCH REIMBURSEMENT, EXECUTIVE
SHALL PROVIDE TO UT ANY AND ALL STATEMENTS, BILLS OR RECEIPTS EVIDENCING THE
EXPENSES FOR WHICH EXECUTIVE SEEKS REIMBURSEMENT, AND SUCH OTHER RELATED
INFORMATION OR MATERIALS AS UT MAY FROM TIME TO TIME REASONABLY REQUIRE.
EXECUTIVE SHALL ACCOUNT TO UT FOR ANY EXPENSES THAT ARE ELIGIBLE FOR
REIMBURSEMENT UNDER THIS SECTION 3.4 IN ACCORDANCE WITH UT POLICY.
3.5.
AUTOMOBILE.
DURING THE TERM OF THIS AGREEMENT, UT SHALL SUPPLY
EXECUTIVE WITH THE USE OF AN AUTOMOBILE, AND SHALL PAY THE COST OF MAINTENANCE
AND INSURANCE FOR SUCH AUTOMOBILE.
3.6.
WITHHOLDING.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, ALL PAYMENTS REQUIRED TO BE MADE BY UT HEREUNDER TO EXECUTIVE
OR EXECUTIVE'S ESTATE OR BENEFICIARIES IN CONNECTION WITH EXECUTIVE'S EMPLOYMENT
HEREUNDER SHALL BE SUBJECT TO THE WITHHOLDING OF SUCH AMOUNTS RELATING TO TAXES
AS UT MAY REASONABLY DETERMINE IT SHOULD WITHHOLD PURSUANT TO ANY APPLICABLE LAW
OR REGULATION.
ARTICLE 4
TERMINATION
4.1.
NONQUALIFYING TERMINATION.
(A)
IF THE EMPLOYMENT OF EXECUTIVE SHALL TERMINATE DURING THE TERM OF
THIS AGREEMENT (INCLUDING ANY EXTENSION OF SUCH TERM), BY REASON OF A
NONQUALIFYING TERMINATION, THEN EXECUTIVE SHALL BE PAID THE EXECUTIVE'S UNPAID
BASE SALARY FROM UT THROUGH THE DATE OF TERMINATION AT THE RATE IN EFFECT JUST
PRIOR TO THE TIME A NOTICE OF TERMINATION IS GIVEN AS WELL AS ANY BENEFITS TO
WHICH EXECUTIVE WAS ENTITLED THROUGH THE DATE OF TERMINATION.
IN ADDITION, IN
THE EVENT THAT TERMINATION OF EMPLOYMENT IS DUE TO EXECUTIVE'S DEATH OR
DISABILITY, UT SHALL CONTINUE TO PAY EXECUTIVE'S