BONUS ELIGIBILITY; PERFORMANCE PAY PROGRAM.
EMPLOYEE WILL BE ELIGIBLE FOR
CONSIDERATION FOR AN ANNUAL BONUS AND OTHER INCENTIVE COMPENSATION PLANS
GENERALLY AVAILABLE TO OTHER SIMILARLY SITUATED EMPLOYEES, INCLUDING BUT NOT
LIMITED TO THE OPC PERFORMANCE PAY PROGRAM.
SUCH A BONUS, IF AWARDED, WILL BE
AN AMOUNT DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION.
EMPLOYEE MUST BE
EMPLOYED BY THE COMPANY AS OF DECEMBER 31ST OF THE AWARD YEAR IN ORDER TO
RECEIVE IT; HOWEVER, IN THE EVENT EMPLOYEE IS TERMINATED NOT FOR CAUSE DURING
THE LAST QUARTER OF AN AWARD YEAR, EMPLOYEE WILL BE ELIGIBLE TO RECEIVE A
PRORATED BONUS BASED ON ATTAINMENT OF THE APPLICABLE GOALS DURING EMPLOYEE'S
EMPLOYMENT.
ANY PRORATED BONUS WILL BE PAID IN ACCORDANCE WITH THE COMPANY'S
REGULAR BONUS PAYMENT SCHEDULE.
(D)
BUSINESS EXPENSES. EMPLOYEE IS AUTHORIZED TO INCUR REASONABLE AND
DOCUMENTED BUSINESS EXPENSES INCURRED OR PAID BY EMPLOYEE ON BEHALF OF THE
COMPANY IN PERFORMING EMPLOYEE'S DUTIES.
SUCH REASONABLE EXPENSES SHALL BE
PROMPTLY PAID (OR REIMBURSED AS APPLICABLE) BY THE COMPANY UPON PRESENTATION OF
EXPENSE STATEMENTS IN ACCORDANCE WITH THE COMPANY'S POLICY.
4.
TERMINATION AND SEVERANCE.
(A)
TERMINATION FOR CAUSE.
THE COMPANY MAY TERMINATE EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY AT ANY TIME IF IT BELIEVES IN GOOD FAITH THAT IT HAS CAUSE TO
DO SO.
"CAUSE" SHALL BE DEFINED AS: (I) EMPLOYEE'S FAILURE TO PERFORM
EMPLOYEE'S DUTIES WHICH CAUSES OR IS LIKELY TO CAUSE MATERIAL HARM TO THE
COMPANY OR MATERIAL INTERFERENCE WITH ITS OPERATIONS; (II) EMPLOYEE'S
SUBSTANTIAL, MATERIAL FAILURE TO COMPLY WITH THE COMPANY'S WRITTEN DIRECTIONS OR
POLICIES; OR (III) EMPLOYEE'S ENGAGING IN CONDUCT THAT IS UNLAWFUL OR
DISREPUTABLE, TO THE POSSIBLE MATERIAL DETRIMENT OF THE COMPANY, ITS AFFILIATES,
ITS PREDECESSORS OR SUCCESSORS, OR EMPLOYEE'S OWN REPUTATION; PROVIDED, HOWEVER,
THAT WITH RESPECT TO (I) AND (II) ABOVE, EMPLOYEE HAS BEEN GIVEN PROMPT NOTICE
OF THE FAILURE AND A REASONABLE OPPORTUNITY TO CURE IT.
IN THE EVENT OF A
TERMINATION FOR CAUSE, OR IN THE EVENT OF EMPLOYEE'S DEATH OR DISABILITY (WHICH
SHALL BE DEFINED AS AN INABILITY TO PERFORM THE ESSENTIAL FUNCTIONS OF
EMPLOYEE'S POSITION, WITH OR WITHOUT ACCOMMODATION, CONSISTENT WITH THE
COMPANY'S OBLIGATIONS UNDER THE AMERICANS WITH DISABILITIES ACT), ALL SALARY AND
OTHER BENEFITS PROVIDED TO EMPLOYEE UNDER THIS AGREEMENT SHALL CEASE AS OF THE
DATE OF TERMINATION EXCEPT FOR ANY PORTION OF SALARY THAT IS ACCRUED AND OWING
AND ANY LIFE AND/OR DISABILITY INSURANCE PROCEEDS THAT BECOME PAYABLE BY REASON
OF EMPLOYEE'S DEATH OR DISABILITY.
(B)
TERMINATION NOT FOR CAUSE; RESIGNATION WITH GOOD REASON.
THE COMPANY MAY
TERMINATE EMPLOYEE'S EMPLOYMENT AT ANY TIME UPON TWO WEEKS' NOTICE TO THE
EMPLOYEE.
IN THE EVENT THE COMPANY TERMINATES EMPLOYEE'S EMPLOYMENT NOT FOR
CAUSE OR IN THE EVENT EMPLOYEE RESIGNS WITH GOOD REASON (AS DEFINED BELOW),
EMPLOYEE SHALL RECEIVE AS SEVERANCE PAY THE EQUIVALENT OF ONE YEAR OF EMPLOYEE'S
THEN-CURRENT BASE SALARY, LESS APPLICABLE
2
WITHHOLDINGS, PAYABLE IN LUMP-SUM FORM (REFERRED TO AS "SEVERANCE PAY");
PROVIDED, HOWEVER, NO PAYMENT SHALL BE MADE TO THE EMPLOYEE UNDER THIS SECTION
PRIOR TO SIX (6) MONTHS