DIRECTLY TO SUCH TRUST. ALL BENEFITS OF SUCH TERM LIFE INSURANCE
POLICY SHALL INURE TO THE EXECUTIVE'S DESIGNATED BENEFICIARIES. SUCH TERM LIFE
INSURANCE POLICY SHALL BECOME EFFECTIVE AS SOON AS POSSIBLE AFTER EXECUTIVE HAS
COMPLIED WITH THE REQUIREMENTS OF THE INSURANCE COMPANY UNDERWRITING SUCH POLICY
(INCLUDING BUT NOT LIMITED TO SUBMISSION TO AND SATISFACTORY RESULTS OF A
PHYSICAL EVALUATION).
(I)
BUSINESS EXPENSES. THE COMPANY SHALL PAY OR REIMBURSE THE
EXECUTIVE FOR REASONABLE, CUSTOMARY AND NECESSARY BUSINESS EXPENSES INCURRED OR
PAID BY THE EXECUTIVE IN THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES HEREUNDER, SUBJECT TO SUCH REASONABLE SUBSTANTIATION AND
DOCUMENTATION AS MAY BE SPECIFIED BY THE BOARD OR COMPANY POLICY FROM TIME TO
TIME.
(J)
COSTS RELATED TO EMPLOYMENT AGREEMENT. THE COMPANY WILL REIMBURSE
THE EXECUTIVE UP TO TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) FOR FEES AND
EXPENSES INCURRED IN NEGOTIATING THIS AGREEMENT, SUBJECT TO RECEIPT OF
REASONABLE SUBSTANTIATION AND DOCUMENTATION BY THE COMPANY.
(5)
TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS. THE EXECUTIVE'S
EMPLOYMENT HEREUNDER SHALL TERMINATE UNDER THE FOLLOWING CIRCUMSTANCES:
(A)
DEATH. IN THE EVENT OF THE EXECUTIVE'S DEATH DURING THE TERM
HEREOF, THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL TERMINATE AND THE COMPANY
SHALL PAY OR PROVIDE TO THE EXECUTIVE'S DESIGNATED BENEFICIARY OR, IF NO
BENEFICIARY HAS BEEN DESIGNATED BY THE EXECUTIVE, TO THE EXECUTIVE'S ESTATE:
(I) ANY EARNED, BUT UNPAID, BASE SALARY THROUGH THE DATE OF TERMINATION;
(II) ANY EARNED, BUT UNPAID ANNUAL BONUS FOR ANY FISCAL YEAR PRIOR TO THE FISCAL
YEAR OF THE EXECUTIVE'S TERMINATION; (III) A PRO RATA PORTION (BASED ON THE
NUMBER OF DAYS PRECEDING THE EXECUTIVE'S TERMINATION IN THE FISCAL YEAR OF
TERMINATION) OF THE TARGET BONUS; (IV) A LUMP SUM EQUAL TO THE LESSER OF
(A) TWELVE (12) MONTHS OF BASE SALARY OR (B) BASE SALARY FOR THE REMAINDER OF
THE TERM HEREOF; AND (V) ANY UNREIMBURSED BUSINESS EXPENSES. IN ADDITION,
SUBJECT TO ANY EMPLOYEE CONTRIBUTION APPLICABLE TO EMPLOYEES AND THEIR
DEPENDENTS GENERALLY, FOR THE TWELVE (12) MONTH PERIOD FOLLOWING TERMINATION,
THE COMPANY SHALL CONTINUE TO CONTRIBUTE TO THE PREMIUM COST OF COVERAGE FOR THE
EXECUTIVE'S DEPENDENTS UNDER THE COMPANY'S MEDICAL AND DENTAL PLANS PROVIDED
THAT A TIMELY COBRA ELECTION IS MADE. THE PAYMENTS REFERRED TO IN CLAUSES (I),
(II) AND (V) ABOVE SHALL BE PAYABLE IN A LUMP-SUM WITHIN THIRTY (30) DAYS AFTER
THE DATE OF TERMINATION. THE COMPANY'S PAYMENTS UNDER CLAUSES (III) AND
(IV) ABOVE, AS WELL AS THE CONTINUED CONTRIBUTION TOWARD MEDICAL AND DENTAL
PREMIUMS, ARE EXPRESSLY CONDITIONED UPON THE EXECUTIVE'S DESIGNATED BENEFICIARY,
OR IF NO BENEFICIARY HAS BEEN DESIGNATED, A REPRESENTATIVE OF THE EXECUTIVE'S
ESTATE EXECUTING AND DELIVERING TO THE COMPANY A TIMELY AND EFFECTIVE SEPARATION
AGREEMENT, INCLUDING A GENERAL RELEASE OF CLAIMS, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY ("SEPARATION AGREEMENT"). PAYMENT UNDER CLAUSES
(III) AND (IV) WILL BE MADE
4
WITHIN THIRTY (30) DAYS AFTER THE COMPANY'S RECEIPT OF SUCH RELEASE OF CLAIMS IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY. OTHER THAN AS SET FORTH IN THIS
CLAUSE (A), THE COMPANY SHALL HAVE NO FURTHER OBLIGATION