REVISIONS OF THIS AGREEMENT. ANY REIMBURSEMENT
PURSUANT TO THIS SECTION 3(I) SHALL BE PAID TO EXECUTIVE PROMPTLY AND IN NO
EVENT LATER THAN THE SHORT-TERM DEFERRAL DATE.
4
4. SEPARATION FROM SERVICE WITH THE COMPANY.
(A)
DEATH OR DISABILITY.
(I)
EXECUTIVE'S EMPLOYMENT SHALL AUTOMATICALLY TERMINATE UPON EXECUTIVE'S
DEATH. THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER IN THE EVENT
OF EXECUTIVE'S "DISABILITY" (AS DEFINED BELOW) UPON 30 DAYS' WRITTEN NOTICE TO
EXECUTIVE. IN THE EVENT OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT HEREUNDER BY
REASON OF DEATH OR BY REASON OF DISABILITY, THE COMPANY SHALL PAY TO EXECUTIVE
OR HER ESTATE, AS APPLICABLE, ANY ACCRUED BUT UNPAID BASE SALARY, ACCRUED BUT
UNUSED VACATION TIME, UNREIMBURSED BUSINESS EXPENSES, AND UNPAID ANNUAL BONUS
FOR ANY COMPLETED FISCAL YEAR PRIOR TO THE YEAR OF TERMINATION, AND EXECUTIVE OR
HER ESTATE SHALL BE ENTITLED TO RECEIVE EMPLOYEE BENEFITS PURSUANT TO THE TERMS
OF THE BENEFIT PLANS AND PROGRAMS APPLICABLE TO TERMINATED EMPLOYEES
(COLLECTIVELY, THE "ACCRUED RIGHTS"). THE ACCRUED RIGHTS SHALL BE PAYABLE ON
THEIR NORMAL PAYMENT DATES; PROVIDED THAT ACCRUED BUT UNUSED VACATION TIME SHALL
BE PAID WITHIN 30 DAYS FOLLOWING THE DATE OF TERMINATION OF EXECUTIVE'S
EMPLOYMENT. IN ADDITION, EXECUTIVE SHALL BE ENTITLED TO A PRO-RATA PORTION OF
THE ANNUAL BONUS FOR THE FISCAL YEAR OF TERMINATION BASED ON ACTUAL RESULTS OF
THE COMPANY, WHICH AMOUNT SHALL BE CALCULATED BASED UPON A FORMULA, THE
DENOMINATOR OF WHICH SHALL BE 365 AND THE NUMERATOR OF WHICH SHALL BE THE NUMBER
OF DAYS DURING THE FISCAL YEAR DURING WHICH EXECUTIVE WAS EMPLOYED BY THE
COMPANY, AND SHALL BE PAID AT SUCH TIME AS ANNUAL BONUSES ARE ORDINARILY PAID TO
OTHER SENIOR EXECUTIVES OF THE COMPANY IN RESPECT OF THE FISCAL YEAR IN WHICH
EXECUTIVE'S TERMINATION OCCURS, BUT IN NO EVENT LATER THAN THE END OF THE
CALENDAR YEAR IN WHICH SUCH FISCAL YEAR ENDS (THE "PRO-RATA BONUS").
(II)
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" MEANS EXECUTIVE HAS BEEN
PHYSICALLY OR MENTALLY INCAPABLE FOR 6 CONSECUTIVE MONTHS TO PERFORM HER
MATERIAL DUTIES HEREUNDER. ANY QUESTION AS TO THE EXISTENCE OF THE DISABILITY OF
EXECUTIVE AS TO WHICH THE COMPANY AND EXECUTIVE SHALL NOT AGREE SHALL BE
DETERMINED IN WRITING BY A QUALIFIED INDEPENDENT PHYSICIAN MUTUALLY ACCEPTABLE
TO EXECUTIVE AND THE COMPANY (AND IF EXECUTIVE AND THE COMPANY CANNOT AGREE AS
TO A QUALIFIED INDEPENDENT PHYSICIAN, EACH SHALL APPOINT A PHYSICIAN AND THOSE
TWO PHYSICIANS SHALL SELECT A THIRD PHYSICIAN WHO SHALL MAKE SUCH DETERMINATION
IN WRITING, WHICH SHALL BE FINAL AND CONCLUSIVE FOR ALL PURPOSES OF THIS
AGREEMENT). IN CONNECTION THEREWITH, EXECUTIVE AGREES TO SUBMIT TO ANY MEDICAL
EXAMINATION(S) AS MAY BE REASONABLY REQUESTED BY THE COMPANY FOR SUCH PURPOSE.
(B)
BY THE COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON.
(I)
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER FOR "CAUSE" (AS
DEFINED BELOW) AT ANY TIME UPON 30 DAYS' WRITTEN NOTICE TO EXECUTIVE AND
EXECUTIVE MAY TERMINATE HER EMPLOYMENT HEREUNDER WITHOUT "GOOD REASON" (AS
DEFINED BELOW) AT ANY TIME UPON 30 DAYS' WRITTEN NOTICE TO