LESS FAVORABLE THAN THAT PROVIDED
GENERALLY TO THE PEER EXECUTIVES.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN
SHALL, OR SHALL BE CONSTRUED SO AS TO, REQUIRE THE EMPLOYER TO ADOPT OR CONTINUE
ANY PLAN OR POLICY OR TO LIMIT THE EMPLOYER'S RIGHT TO AMEND OR TERMINATE ANY
SUCH PLAN OR POLICY AT ANY TIME.
(V)
AUTOMOBILE.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER SHALL PAY
DIRECTLY, OR THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE PROMPT REIMBURSEMENT OF,
ACTUAL EXPENSES OF UP TO $1,000 PER MONTH ASSOCIATED WITH THE LEASE OR PURCHASE
OF AN AUTOMOBILE, IN ADDITION TO WHICH THE EMPLOYER SHALL PAY OR REIMBURSE
EXPENSES RELATED TO THE MAINTENANCE AND OPERATION OF SUCH AUTOMOBILE IN
ACCORDANCE WITH THE EMPLOYER'S AUTOMOBILE REIMBURSEMENT POLICY APPLICABLE TO THE
PEER EXECUTIVES, AS IN EFFECT FROM TIME TO TIME.
(VI)
EXPENSES.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL BE
ENTITLED TO RECEIVE PROMPT REIMBURSEMENT FOR REASONABLE EXPENSES INCURRED BY THE
EXECUTIVE ON BEHALF OF OR IN FURTHERANCE OF THE BUSINESS OF ANY BREITBURN ENTITY
PURSUANT TO THE TERMS AND CONDITIONS OF THE EMPLOYER'S APPLICABLE EXPENSE
REIMBURSEMENT POLICIES. TO THE EXTENT THAT ANY SUCH EXPENSES OR ANY OTHER
REIMBURSEMENTS OR FRINGE BENEFITS PROVIDED TO THE EXECUTIVE DURING THE
EMPLOYMENT PERIOD ARE DEEMED TO CONSTITUTE COMPENSATION TO THE EXECUTIVE,
INCLUDING WITHOUT LIMITATION ANY AUTOMOBILE EXPENSES AND/OR CLUB MEMBERSHIPS
REIMBURSED IN ACCORDANCE WITH SECTION 3(B)(V) ABOVE AND 3(B)(VIII) BELOW,
RESPECTIVELY, SUCH EXPENSES SHALL BE REIMBURSED
4
NO LATER THAN DECEMBER 31 OF THE YEAR FOLLOWING THE YEAR IN WHICH THE EXPENSE
WAS INCURRED.
THE AMOUNT OF ANY SUCH COMPENSATORY EXPENSES SO REIMBURSED IN ONE
YEAR SHALL NOT AFFECT THE AMOUNT ELIGIBLE FOR REIMBURSEMENT IN ANY SUBSEQUENT
YEAR AND THE EXECUTIVE'S RIGHT TO REIMBURSEMENT OF ANY SUCH EXPENSES SHALL NOT
BE SUBJECT TO LIQUIDATION OR EXCHANGE FOR ANY OTHER BENEFIT.
(VII)
VACATION.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL BE
ENTITLED TO PAID VACATION IN ACCORDANCE WITH THE EMPLOYER'S APPLICABLE VACATION
POLICY, BUT IN NO EVENT LESS THAN FOUR (4) WEEKS PER YEAR.
EXECUTIVE SHALL
IMMEDIATELY VEST IN TWO (2) WEEKS OF VACATION UPON THE COMMENCEMENT DATE.
(VIII)
CITY CLUB MEMBERSHIP.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYER
SHALL PAY ALL INITIATION FEES, MONTHLY DUES, AND REASONABLE EXPENSES INCURRED
FOR BUSINESS-RELATED USE OF ONE CITY, ATHLETIC OR DINING CLUB.
THE EXECUTIVE'S
MEMBERSHIP SHALL BE THE PROPERTY OF THE EXECUTIVE.
4.
TERMINATION OF EMPLOYMENT.
(A)
DEATH OR DISABILITY.
THE EXECUTIVE'S EMPLOYMENT WITH THE EMPLOYER
SHALL TERMINATE AUTOMATICALLY UPON THE EXECUTIVE'S DEATH.
IN ADDITION, IF THE
BOARD DETERMINES IN GOOD FAITH THAT THE EXECUTIVE HAS INCURRED A DISABILITY, IT
MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT UPON THIRTY DAYS' WRITTEN NOTICE
PROVIDED IN ACCORDANCE WITH SECTION 13(B) HEREOF IF THE EXECUTIVE SHALL NOT HAVE
RETURNED TO FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES HEREUNDER PRIOR TO
THE EXPIRATION OF SUCH THIRTY-DAY NOTICE PERIOD.
(B)
CAUSE.
THE EMPLOYER MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR
CAUSE OR WITHOUT CAUSE AT ANY TIME, PROVIDED, THAT THE EMPLOYER MAY NOT
TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR CAUSE PRIOR TO OBTAINING THE REQUISITE