TO SUCH EXCISE OR OTHER SIMILAR TAX.
(II)
VACATION.
OFFICER SHALL BE ENTITLED TO FIVE (5) WEEKS OF
VACATION DURING EACH YEAR DURING THE EMPLOYMENT PERIOD, PRORATED FOR PARTIAL
YEARS.
UPON OFFICER'S COMPLETION OF FIFTEEN (15) YEARS OF SERVICE TO
CORPORATION, OFFICER'S VACATION ACCRUAL RATE SHALL INCREASE TO SIX (6) WEEKS PER
YEAR EFFECTIVE ON AND AFTER SUCH DATE.
(III)
LIFE INSURANCE.
DURING THE EMPLOYMENT PERIOD, CORPORATION SHALL
AT ITS EXPENSE PROCURE AND KEEP IN EFFECT TERM LIFE INSURANCE ON THE LIFE OF
OFFICER, PAYABLE TO SUCH BENEFICIARIES AS OFFICER MAY FROM TIME TO TIME
DESIGNATE, IN THE AGGREGATE AMOUNT OF $2,000,000.
SUCH POLICY SHALL BE OWNED BY
OFFICER OR BY A MEMBER OF HIS IMMEDIATE FAMILY.
(IV)
REIMBURSEMENT FOR EXPENSES.
DURING THE EMPLOYMENT PERIOD,
CORPORATION SHALL REIMBURSE OFFICER FOR REASONABLE AND PROPERLY DOCUMENTED (IN
ACCORDANCE WITH THE CORPORATION'S POLICIES AS IN EFFECT FROM TIME TO TIME)
OUT-OF-POCKET BUSINESS
8
AND/OR ENTERTAINMENT EXPENSES INCURRED BY OFFICER IN CONNECTION WITH HIS DUTIES
UNDER THIS AGREEMENT.
IN ADDITION, CORPORATION SHALL PROMPTLY PAY OFFICER'S
LEGAL FEES AND OTHER EXPENSES INCURRED IN THE NEGOTIATION AND PREPARATION OF
THIS AGREEMENT (INCLUDING ITS EXHIBITS) AND THE INDEMNIFICATION AGREEMENT TO BE
ENTERED INTO BY AND BETWEEN CORPORATION AND OFFICER ON OR ABOUT THE DATE OF THIS
AGREEMENT (THE "INDEMNIFICATION AGREEMENT") PROMPTLY UPON RECEIVING COPIES OF
THE INVOICES FOR SUCH FEES AND EXPENSES.
4.
SEVERANCE COMPENSATION.
IF OFFICER'S EMPLOYMENT BY CORPORATION
IS TERMINATED DURING THE EMPLOYMENT PERIOD FOR ANY REASON BY CORPORATION OR
OFFICER, OR UPON OR FOLLOWING THE EMPLOYMENT PERIOD IN THE ABSENCE OF A
SUCCESSOR EMPLOYMENT AGREEMENT BY AND BETWEEN OFFICER AND CORPORATION TO THE
CONTRARY, CORPORATION SHALL HAVE NO FURTHER OBLIGATION TO PROVIDE TO OFFICER,
AND OFFICER SHALL HAVE NO FURTHER RIGHT TO RECEIVE OR OBTAIN FROM CORPORATION,
ANY SEVERANCE PAYMENTS OR BENEFITS EXCEPT:
(A)
ACCRUED AND OTHER OBLIGATIONS.
CORPORATION SHALL PAY OFFICER (OR,
IN THE EVENT OF HIS DEATH, OFFICER'S ESTATE) THE ACCRUED AND OTHER OBLIGATIONS,
SUBJECT TO TAX WITHHOLDING AND OTHER AUTHORIZED DEDUCTIONS.
OFFICER SHALL ALSO
BE ENTITLED TO ANY AMOUNTS OR ADVANCES REQUIRED BY SECTION 6(H)(III) OR PURSUANT
TO THE INDEMNIFICATION AGREEMENT OR ANY SIMILAR SUCCESSOR INDEMNIFICATION
AGREEMENT BY AND BETWEEN OFFICER AND CORPORATION.
IF OFFICER'S EMPLOYMENT BY
CORPORATION TERMINATES AFTER (BUT NOT DURING) THE EMPLOYMENT PERIOD, OFFICER
SHALL BE ELIGIBLE FOR PARTICIPATION IN ANY SEVERANCE PROGRAM, PLAN OR POLICY
THEN IN EFFECT ON THE SAME TERMS AND CONDITIONS GENERALLY APPLICABLE TO
CORPORATION'S SENIOR EXECUTIVES (OTHER THAN AS PROVIDED IN INDIVIDUAL EMPLOYMENT
AGREEMENTS) OR, IF THE PROGRAM, PLAN OR POLICY IS OF GENERAL APPLICABILITY, TO
CORPORATION'S EMPLOYEES GENERALLY.
FOR PURPOSES OF CLARITY, THIS
SECTION 4(A) DOES NOT REQUIRE A DUPLICATION OF ANY ACCRUED OR OTHER OBLIGATION,
REIMBURSEMENT OR OTHER PAYMENT OR BENEFIT, OTHERWISE PAYABLE IN THE
CIRCUMSTANCES PURSUANT TO ANY OTHER APPLICABLE PLAN, PROGRAM, POLICY,
ARRANGEMENT OR AWARD.
(B)
TERMINATION UPON A CHANGE IN CONTROL.
IF, DURING THE EMPLOYMENT
PERIOD (BUT NOT FOLLOWING THE EXPIRATION OF THE EMPLOYMENT PERIOD), OFFICER'S
EMPLOYMENT IS TERMINATED IN A TERMINATION UPON A CHANGE IN CONTROL,