FOUR (4) WEEKS PER YEAR, SUBJECT TO SCHEDULING WITH THE BOARD
AND THE CORPORATION'S POLICIES REGARDING VACATION ACCRUALS (INCLUDING, WITHOUT
LIMITATION, LIMITS ON THE AMOUNT OF VACATION THAT MAY BE ACCRUED AND UNTAKEN
BEFORE FUTURE ACCRUALS CEASE).
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4.4
RELOCATION EXPENSES.
THE CORPORATION SHALL
PAY OR REIMBURSE THE EXECUTIVE FOR HIS REASONABLE COSTS INCURRED IN RELOCATING
FROM SCOTTSDALE, ARIZONA TO A LOCATION THAT IS A REASONABLE COMMUTING DISTANCE
FROM THE CORPORATION'S PRINCIPAL EXECUTIVE OFFICES, INCLUDING, WITHOUT
LIMITATION, REASONABLE COSTS FOR BROKERAGE FEES, LOAN AND CLOSING COSTS,
TEMPORARY HOUSING, TRAVEL ASSOCIATED WITH LOCATING A RESIDENCE AND
TRANSPORTATION AND STORAGE OF HOUSEHOLD GOODS; PROVIDED THAT IN NO EVENT SHALL
THE CORPORATION'S OBLIGATION WITH RESPECT TO SUCH PAYMENTS OR REIMBURSEMENTS
EXCEED ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) IN THE AGGREGATE.
THE
PARTIES ANTICIPATE THAT SUCH RELOCATION WILL NOT OCCUR BEFORE JUNE 1, 2008, BUT
WILL OCCUR PROMPTLY AFTER THAT DATE.
4.5
SUPPLEMENTAL LIFE/DISABILITY INSURANCE.
SUBJECT TO ELIGIBILITY UNDER THE THEN-EXISTING PROGRAMS, DURING THE PERIOD OF
EMPLOYMENT THE CORPORATION SHALL PROVIDE THE EXECUTIVE WITH SUPPLEMENTAL LIFE
INSURANCE AND LONG TERM DISABILITY INSURANCE UP TO A CAP ON SUPPLEMENTAL
PREMIUMS OF ONE THOUSAND THREE HUNDRED DOLLARS ($1,300) ANNUALLY FOR LIFE
INSURANCE AND SEVEN THOUSAND DOLLARS ($7,000) ANNUALLY FOR DISABILITY INSURANCE.
5.
Termination.
5.1
TERMINATION BY THE CORPORATION.
THE
EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION, AND THE PERIOD OF EMPLOYMENT, MAY
BE TERMINATED AT ANY TIME BY THE CORPORATION: (I) WITH CAUSE (AS DEFINED IN
SECTION 5.5), OR (II) ON WRITTEN NOTICE TO THE EXECUTIVE, WITHOUT CAUSE, OR
(III) IN THE EVENT OF THE EXECUTIVE'S DEATH, OR (IV) IN THE EVENT THE EXECUTIVE
HAS A DISABILITY (AS DEFINED IN SECTION 5.5).
5.2
TERMINATION BY THE EXECUTIVE.
THE EXECUTIVE'S
EMPLOYMENT WITH THE CORPORATION, AND THE PERIOD OF EMPLOYMENT, MAY BE TERMINATED
BY THE EXECUTIVE WITH NO LESS THAN THIRTY (30) DAYS ADVANCE WRITTEN NOTICE TO
THE CORPORATION (SUCH NOTICE TO BE DELIVERED IN ACCORDANCE WITH SECTION 18);
PROVIDED, HOWEVER, THAT IN THE CASE OF A TERMINATION FOR GOOD REASON (AS DEFINED
IN SECTION 5.5), THE EXECUTIVE MAY PROVIDE IMMEDIATE WRITTEN NOTICE OF
TERMINATION ONCE THE APPLICABLE CURE PERIOD (AS CONTEMPLATED BY THE DEFINITION
OF GOOD REASON) HAS LAPSED IF THE CORPORATION HAS NOT REASONABLY CURED THE
CIRCUMSTANCES THAT GAVE RISE TO THE TERMINATION FOR GOOD REASON.
5.3
BENEFITS UPON TERMINATION.
IF THE EXECUTIVE'S
EMPLOYMENT WITH THE CORPORATION IS TERMINATED DURING THE PERIOD OF EMPLOYMENT
FOR ANY REASON BY THE CORPORATION OR BY THE EXECUTIVE, OR UPON OR FOLLOWING THE
EXPIRATION OF THE PERIOD OF EMPLOYMENT (IN ANY CASE, THE DATE THAT THE
EXECUTIVE'S EMPLOYMENT BY THE CORPORATION TERMINATES IS REFERRED TO AS THE
"SEVERANCE DATE"), THE CORPORATION SHALL HAVE NO FURTHER OBLIGATION TO MAKE OR
PROVIDE TO THE EXECUTIVE, AND THE EXECUTIVE SHALL HAVE NO FURTHER RIGHT TO
RECEIVE OR OBTAIN FROM THE CORPORATION, ANY PAYMENTS OR BENEFITS EXCEPT:
(a)
the Corporation shall pay the Executive (or, in the event of his
death, the Executive's estate) any Accrued Obligations (as defined in
Section 5.5);
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