EMPLOYEE BENEFIT PLANS, PROGRAMS, AND ARRANGEMENTS MADE AVAILABLE GENERALLY TO
THE COMPANY'S SENIOR EXECUTIVES OR TO ITS EMPLOYEES, INCLUDING, WITHOUT
LIMITATION, PROFIT-SHARING, SAVINGS (QUALIFIED AND NON-QUALIFIED) AND OTHER
DEFINED CONTRIBUTION RETIREMENT PLANS OR PROGRAMS, MEDICAL, DENTAL,
HOSPITALIZATION, VISION, SHORT-TERM AND LONG-TERM DISABILITY AND LIFE INSURANCE
PLANS OR PROGRAMS, ACCIDENTAL DEATH AND DISMEMBERMENT PROTECTION, TRAVEL
ACCIDENT INSURANCE, AND ANY OTHER EMPLOYEE WELFARE BENEFIT PLANS OR PROGRAMS
THAT MAY BE SPONSORED BY THE COMPANY FROM TIME TO TIME, INCLUDING ANY PLANS OR
PROGRAMS THAT SUPPLEMENT THE ABOVE-LISTED TYPES OF PLANS OR PROGRAMS, WHETHER
FUNDED OR UNFUNDED; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED TO REQUIRE THE COMPANY TO ESTABLISH OR MAINTAIN ANY SUCH PLANS,
PROGRAMS, OR ARRANGEMENTS, EXCEPT FOR FAMILY MEDICAL, DENTAL, AND
HOSPITALIZATION INSURANCE PROVIDING COVERAGE, AT NO COST TO THE EXECUTIVE, WHICH
SHALL BE REQUIRED BENEFIT PLANS FOR THE EXECUTIVE.
(B)
PERQUISITES.
DURING THE TERM OF EMPLOYMENT,
THE EXECUTIVE SHALL PARTICIPATE IN ALL FRINGE BENEFITS AND PERQUISITES GENERALLY
AVAILABLE TO SENIOR EXECUTIVES OF THE COMPANY AT LEVELS, AND ON TERMS AND
CONDITIONS, THAT ARE COMMENSURATE WITH HIS POSITIONS AND RESPONSIBILITIES AT THE
COMPANY; PROVIDED THAT THE COMPANY SHALL PROVIDE THE EXECUTIVE WITH AN EXPENSE
ACCOUNT IN AN AMOUNT NOT TO EXCEED $20,000 PER ANNUM WHICH SHALL BE USED BY THE
EXECUTIVE FOR CERTAIN EXECUTIVE BENEFITS AND THE PROMOTION THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES.
THE EXECUTIVE SHALL ALSO RECEIVE SUCH ADDITIONAL
FRINGE BENEFITS AND PERQUISITES AS THE COMPENSATION COMMITTEE MAY, IN ITS
DISCRETION, FROM TIME-TO-TIME PROVIDE.
(C)
VACATION.
DURING THE TERM OF EMPLOYMENT,
THE EXECUTIVE SHALL BE ENTITLED TO VACATION IN ACCORDANCE WITH THE REASONABLE
PRACTICES OF THE COMPANY.
8.
REIMBURSEMENT OF BUSINESS AND OTHER
EXPENSES.
(A) THE EXECUTIVE IS AUTHORIZED TO INCUR REASONABLE EXPENSES IN
CARRYING OUT HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT, AND THE
COMPANY SHALL PROMPTLY REIMBURSE HIM FOR ALL SUCH EXPENSES, SUBJECT TO
DOCUMENTATION IN ACCORDANCE WITH REASONABLE POLICIES OF THE COMPANY.
(B)
THE COMPANY SHALL PROMPTLY REIMBURSE THE
EXECUTIVE FOR ANY AND ALL REASONABLE EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND OTHER CHARGES OF COUNSEL)
6
INCURRED BY HIM IN CONNECTION WITH THE NEGOTIATION AND DOCUMENTATION OF THIS
AGREEMENT AND THE EXECUTIVE'S OTHER EMPLOYMENT ARRANGEMENTS WITH THE COMPANY.
9.
TERMINATION OF EMPLOYMENT.
THE PARTIES
ACKNOWLEDGE THAT EXECUTIVE'S EMPLOYMENT WITH THE COMPANY MAY BE TERMINATED PRIOR
TO THE EXPIRATION OF THE TERM OF EMPLOYMENT IN ACCORDANCE WITH THIS SECTION 9
AND THAT UPON SUCH TERMINATION EXECUTIVE SHALL BE ENTITLED TO NO FURTHER
COMPENSATION OR BENEFITS EXCEPT AS SET FORTH IN THIS SECTION.
(A)
TERMINATION DUE TO DEATH.
THE EXECUTIVE'S
EMPLOYMENT HEREUNDER SHALL BE TERMINATED AS OF THE DATE OF HIS DEATH.
IN THE
EVENT THAT THE EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED DUE TO HIS DEATH,
HIS ESTATE OR HIS BENEFICIARIES (AS THE CASE MAY BE) SHALL BE ENTITLED TO THE
FOLLOWING:
(I)
BASE SALARY THROUGH THE DATE OF HIS
DEATH AND FOR AN ADDITIONAL 90 DAYS THEREAFTER;
(II)
A PRO-RATA ANNUAL INCENTIVE AWARD FOR THE
CALENDAR YEAR IN WHICH