DATE AND AS FULLY
DEFINED IN THE STOCK OPTION AWARD AGREEMENT; PROVIDED THAT EXECUTIVE IS EMPLOYED
BY THE COMPANY ON SUCH VESTING DATE.
(D)
OTHER BENEFITS.
THE FRINGE BENEFITS,
PERQUISITES AND OTHER BENEFITS OF EMPLOYMENT TO BE PROVIDED TO THE EXECUTIVE
SHALL BE EQUIVALENT TO SUCH BENEFITS AND
2
PERQUISITES AS ARE PROVIDED TO OTHER EMPLOYEES OF THE COMPANY, AS THOSE BENEFITS
ARE AMENDED FROM TIME TO TIME.
IN ADDITION, THE EXECUTIVE SHALL BE ENTITLED TO
PARTICIPATE IN ANY OTHER EXECUTIVE COMPENSATION OR EMPLOYEE BONUS PLANS
IMPLEMENTED BY THE COMPANY ON SUCH TERMS AND CONDITIONS AS SHALL HAVE BEEN
DETERMINED BY THE BOARD OR THE COMPENSATION COMMITTEE THEREOF.
PARTICIPATION IN
ANY SUCH BENEFIT PROGRAMS SHALL BE SUBJECT TO ANY APPLICABLE PROBATIONARY OR
SIMILAR PERIODS.
(E)
EXPENSES.
THE EXECUTIVE WILL BE REIMBURSED
FOR ALL REASONABLE OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY HIM IN THE
FURTHERANCE OF HIS DUTIES UNDER THIS AGREEMENT AND CONSISTENT WITH THE COMPANY'S
POLICIES CONCERNING THE REIMBURSEMENT OF SUCH EXPENSES.
SUCH EXPENSES SHALL BE
REIMBURSED UPON SUBMISSION TO THE COMPANY OF INVOICES CONTAINING ORIGINAL
RECEIPTS FOR ALL SUCH EXPENDITURES AND UPON REVIEW BY THE COMPANY OF THE
REASONABLE NATURE OF SUCH EXPENDITURES.
4.
TERMINATION.
All termination provisions require a 60 day written notice.
(A)
DISABILITY.
IF, AS A RESULT OF THE
INCAPACITY OF THE EXECUTIVE DUE TO PHYSICAL OR MENTAL ILLNESS, THE EXECUTIVE IS
UNABLE TO PERFORM THE DUTIES OF HIS OR HER POSITION OF EMPLOYMENT OR ANY
SUBSTANTIALLY SIMILAR POSITION OF EMPLOYMENT BY REASON OF ANY MEDICALLY
DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT THAT CAN BE EXPECTED TO RESULT IN
DEATH OR CAN BE EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF NOT LESS THAN SIX
MONTHS, THE EXECUTIVE WILL BE DEEMED TO HAVE A DISABILITY.
THE COMPANY MAY
TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR DISABILITY UPON WRITTEN NOTICE TO THE
EXECUTIVE OR THE EXECUTIVE'S LEGAL REPRESENTATIVE, AND SUCH TERMINATION SHALL
NOT CONSTITUTE TERMINATION WITHOUT CAUSE (AS DEFINED BELOW) FOR PURPOSES OF THIS
AGREEMENT.
(B)
DEATH.
THE EXECUTIVE'S EMPLOYMENT SHALL
TERMINATE IMMEDIATELY UPON THE DEATH OF THE EXECUTIVE.
(C)
TERMINATION WITH CAUSE.
THE COMPANY SHALL
BE ENTITLED TO TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR CAUSE.
"CAUSE" SHALL
MEAN (I) THE WILLFUL AND CONTINUED FAILURE BY THE EXECUTIVE TO PERFORM
SUBSTANTIALLY HIS DUTIES HEREUNDER, OTHER THAN BY REASONS OF DISABILITY, AFTER
DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED BY THE COMPANY THAT IDENTIFIES
THE MANNER IN WHICH THE COMPANY BELIEVES THE EXECUTIVE HAS NOT SUBSTANTIALLY
PERFORMED HIS DUTIES; (II) THE EXECUTIVE WILL HAVE BEEN INDICTED BY ANY FEDERAL,
STATE OR LOCAL AUTHORITY IN ANY JURISDICTION FOR, OR WILL HAVE PLEADED GUILTY OR
NOLO CONTENDERE TO, AN ACT CONSTITUTING A FELONY, (III) THE EXECUTIVE WILL HAVE
HABITUALLY ABUSED ANY CONTROLLED SUBSTANCE (SUCH AS NARCOTICS OR ALCOHOL), OR
(IV) THE EXECUTIVE WILL HAVE (A) ENGAGED IN ACTS OF FRAUD, MATERIAL DISHONESTY
OR GROSS MISCONDUCT IN CONNECTION WITH THE BUSINESS OF THE COMPANY, OR
(B) COMMITTED A MATERIAL BREACH OF THIS AGREEMENT WHICH SHALL REMAIN UNCURED FOR
A PERIOD OF AT LEAST THIRTY (30) DAYS