AGE OF SIXTY (60) YEARS.
SERVICE AS AN
EXECUTIVE OFFICER AFTER AGE SIXTY (60) SHALL BE RECOGNIZED FOR PURPOSES OF
VESTING FOR AN EMPLOYEE'S SUPPLEMENT RETIREMENT BENEFIT OR EARLY VESTED
RETIREMENT BENEFIT.
10.
LIFE INSURANCE CONTRACT.
EMPLOYER HAS THE RIGHT TO ELECT TO
PURCHASE A LIFE INSURANCE CONTRACT OR CONTRACTS ON THE LIFE OF THE EMPLOYEE, FOR
THE PURPOSE OF PROVIDING EMPLOYER WITH CASH FUNDS TO MEET AND DISCHARGE THE
PAYMENTS TO BE MADE BY IT UNDER THIS AGREEMENT.
IN SUCH EVENT, EMPLOYER SHALL
AT ALL TIMES BE THE SOLE AND ABSOLUTE OWNER OF ANY SUCH LIFE INSURANCE CONTRACT
OR CONTRACTS AND THE SOLE BENEFICIARY THEREOF, AND SHALL HAVE THE FULL AND
UNRESTRICTED RIGHT TO USE OR EXERCISE ALL VALUES, PRIVILEGES AND OPTIONS
AVAILABLE THEREUNDER AS IT MAY DESIRE, WITHOUT THE KNOWLEDGE OR CONSENT OF ANY
OTHER PERSON OR PERSONS.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
NOTWITHSTANDING ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS AGREEMENT,
NEITHER THE EMPLOYEE NOR HIS OR HER BENEFICIARY, HIS OR HER ESTATE, OR ANY OTHER
PERSON, PERSONS, OR THEIR EXECUTORS OR ADMINISTRATORS SHALL HAVE ANY RIGHT,
TITLE OR INTEREST
7
WHATSOEVER IN OR TO ANY SUCH LIFE INSURANCE CONTRACT OR CONTRACTS.
11.
DISCHARGE FOR CAUSE.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT TO THE CONTRARY, IN THE EVENT THE EMPLOYEE'S EMPLOYMENT IS TERMINATED
FOR CAUSE, HE OR SHE SHALL FORFEIT ALL AMOUNTS OTHERWISE DUE OR PAYABLE TO HIM
OR HER HEREUNDER.
FOR PURPOSES OF THIS AGREEMENT, "TERMINATED FOR CAUSE" SHALL
MEAN A TERMINATION OF EMPLOYMENT ON ACCOUNT OF THE EMPLOYEE'S POOR OR
UNSATISFACTORY PERFORMANCE OR MISCONDUCT, WHICH HAS OR MAY RESULT IN SIGNIFICANT
INJURY TO THE EMPLOYER, ITS BUSINESS REPUTATION OR FINANCIAL STRUCTURE.
12.
NONCOMPETE.
IN CONSIDERATION FOR THE BENEFITS TO BE PAID TO THE
EMPLOYEE HEREUNDER, THE EMPLOYEE AGREES THAT FROM THE DATE OF HIS OR HER
TERMINATION OF EMPLOYMENT AND DURING THE ENTIRE TERM HE OR SHE IS RECEIVING ANY
PAYMENTS UNDER THIS AGREEMENT HE OR SHE WILL REFRAIN FROM PERFORMING SERVICES OF
ANY KIND, AS AN EMPLOYEE OR OTHERWISE, WHETHER DIRECTLY OR INDIRECTLY, TO OR FOR
THE BENEFIT OF ANY PERSON, FIRM OR CORPORATION WHOSE BUSINESS THE BOARD OF
DIRECTORS OF
SHALL IN GOOD FAITH DETERMINE TO BE COMPETITIVE
WITH ANY OF THE BUSINESSES THAT THE EMPLOYER WAS INVOLVED IN AT THE TIME OF THE
EMPLOYEE'S RETIREMENT.
NOTICE OF SUCH DETERMINATION SHALL BE MAILED TO THE
EMPLOYEE AT HIS OR HER LAST KNOWN MAILING ADDRESS; IN THE EVENT THAT THE
EMPLOYEE FAILS TO DISCONTINUE SUCH ACTIVITIES, ALL AMOUNTS THEN REMAINING UNPAID
UNDER THIS AGREEMENT SHALL BE AUTOMATICALLY FORFEITED, AND THE EMPLOYEE AGREES
THAT THE EMPLOYER SHALL HAVE NO PAST OR FUTURE LIABILITY TO HIM OR HER OR TO ANY
OTHER PERSON HEREUNDER.
13.
CHANGE OF CONTROL.
IN THE EVENT THERE IS A CHANGE OF CONTROL OF
, THE EMPLOYEE SHALL, AT ALL TIMES ON AND AFTER THE DATE OF THE
CHANGE OF CONTROL, BE DEEMED TO HAVE COMPLETED AT LEAST SEVEN (7) YEARS OF
SERVICE AS AN EXECUTIVE