TO BE PROVIDED OR THE
EXPENSES ELIGIBLE FOR REIMBURSEMENT IN ANY OTHER TAXABLE YEAR.
SUCH RIGHT TO
REIMBURSEMENT OR IN-KIND BENEFITS IS NOT SUBJECT TO LIQUIDATION OR EXCHANGE FOR
ANOTHER BENEFIT.
4.
INDEMNIFICATION AND LIABILITY INSURANCE.
THE EMPLOYER AGREES TO
INDEMNIFY EXECUTIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW, AS THE SAME
EXISTS AND MAY HEREAFTER BE AMENDED, FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ASSERTED AGAINST, OR INCURRED OR
SUFFERED BY, EXECUTIVE (INCLUDING THE COSTS AND EXPENSES OF LEGAL COUNSEL
RETAINED BY THE EMPLOYER TO DEFEND EXECUTIVE AND JUDGMENTS, FINES AND AMOUNTS
PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY OR IMPOSED ON SUCH
INDEMNIFIED PARTY) WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING, WHETHER
CIVIL, CRIMINAL ADMINISTRATIVE OR INVESTIGATIVE IN WHICH EXECUTIVE IS MADE A
PARTY OR THREATENED TO BE MADE A PARTY, EITHER WITH REGARD TO HIS ENTERING INTO
THIS AGREEMENT WITH THE EMPLOYER OR IN HIS CAPACITY AS AN OFFICER OR DIRECTOR,
OR FORMER OFFICER OR DIRECTOR, OF THE EMPLOYER OR ANY AFFILIATE THEREOF FOR
WHICH HE MAY SERVE IN SUCH CAPACITY.
THE EMPLOYER ALSO AGREES TO SECURE AND
MAINTAIN OFFICERS AND DIRECTORS LIABILITY INSURANCE PROVIDING COVERAGE FOR
EXECUTIVE.
THE PROVISIONS OF THIS SECTION 4 SHALL REMAIN IN EFFECT AFTER THIS
AGREEMENT IS TERMINATED IRRESPECTIVE OF THE REASONS FOR TERMINATION.
5.
EMPLOYER'S POLICIES.
EXECUTIVE AGREES TO OBSERVE AND COMPLY WITH THE
REASONABLE RULES AND REGULATIONS OF THE EMPLOYER AS ADOPTED BY THE BOARD FROM
TIME TO TIME REGARDING THE PERFORMANCE OF HIS DUTIES AND TO CARRY OUT AND
PERFORM ORDERS, DIRECTIONS AND POLICIES COMMUNICATED TO HIM FROM TIME TO TIME BY
THE BOARD, SO LONG AS SAME ARE OTHERWISE CONSISTENT WITH THIS AGREEMENT.
6.
TERMINATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED UNDER
THE FOLLOWING CIRCUMSTANCES:
(A)
TERMINATION BY THE EMPLOYER.
(I)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS
DEATH.
(II)
DISABILITY.
IF, AS A RESULT OF EXECUTIVE'S INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS OR DISABILITY, EXECUTIVE SHALL HAVE BEEN INCAPABLE OF
PERFORMING HIS DUTIES HEREUNDER EVEN WITH A REASONABLE ACCOMMODATION ON A
FULL-TIME BASIS FOR THE ENTIRE PERIOD OF FOUR CONSECUTIVE MONTHS OR ANY ONE
HUNDRED AND TWENTY (120) DAYS IN A 180-DAY PERIOD, AND WITHIN THIRTY (30) DAYS
AFTER WRITTEN NOTICE OF TERMINATION (AS DEFINED IN SECTION 6(D)) IS GIVEN HE
SHALL NOT HAVE RETURNED TO THE PERFORMANCE OF HIS DUTIES HEREUNDER ON A
FULL-TIME BASIS, THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER.
(III)
CAUSE.
THE EMPLOYER MAY TERMINATE EXECUTIVE'S EMPLOYMENT
HEREUNDER FOR CAUSE BY A MAJORITY VOTE OF ALL MEMBERS OF THE BOARD, EXCLUDING
THE VOTE OF EXECUTIVE.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN
EXECUTIVE'S:
(A) ENGAGING IN CONDUCT WHICH IS A FELONY; (B) MATERIAL BREACH OF
ANY OF HIS OBLIGATIONS UNDER SECTIONS 8(A) THROUGH 8(E) OF THIS AGREEMENT; (C)
WILLFUL MISCONDUCT OF A MATERIAL NATURE OR GROSS NEGLIGENCE WITH REGARD TO THE
EMPLOYER OR ANY OF ITS AFFILIATES; (D) MATERIAL FRAUD WITH REGARD TO THE
EMPLOYER OR ANY OF ITS AFFILIATES; (E) WILLFUL OR