REASONABLE DOCUMENTATION OF SUCH
EXPENSES IN ACCORDANCE WITH THE COMPANY'S BUSINESS EXPENSE REIMBURSEMENT POLICY.
(II)
NOTWITHSTANDING THE FOREGOING, (X) THE EXECUTIVE HEREBY AGREES
THAT, DURING THE TERM OF EMPLOYMENT BUT IN NO EVENT LATER THAN JULY 31, 2004, SO
LONG AS THE EXECUTIVE REMAINS EMPLOYED HEREUNDER, THE EXECUTIVE SHALL PROPOSE TO
THE BOARD FOR ITS APPROVAL (WHICH APPROVAL WILL NOT BE UNREASONABLY WITHHELD) A
REASONABLE PLAN FOR THE RELOCATION OF HIS PRIMARY RESIDENCE (THE "RELOCATION
PLAN") AND (Y) IN THE EVENT THAT THE COMPANY AND THE EXECUTIVE AGREE ON THE
TERMS OF SUCH RELOCATION PLAN AND SUCH PLAN IS AGREED UPON BY THE BOARD AND THE
EXECUTIVE PRIOR TO JULY 31, 2004, THE PARTIES MAY AMEND THIS AGREEMENT TO
REFLECT SUCH OTHER TERMS THAT ARE
5
CONSISTENT WITH THE APPROVED RELOCATION PLAN AND TO TERMINATE OR AMEND THE
COMPANY'S OBLIGATIONS UNDER THIS SECTION 8(D).
IN THE EVENT THE PARTIES CANNOT
AGREE TO SUCH RELOCATION PLAN PRIOR TO JULY 31, 2004, THE EXECUTIVE SHALL BECOME
ENTITLED TO ONLY THOSE PAYMENTS AND BENEFITS PROVIDED UNDER THE COMPANY'S
TRADITIONAL RELOCATION POLICY FOR SENIOR EXECUTIVE OFFICERS, EFFECTIVE AS OF
NOVEMBER 1, 2004 (SUBJECT TO ANY EXTENSION OF THE REIMBURSEMENT PERIOD AS
PROVIDED IN PARAGRAPH (I) ABOVE).
(III)
TO THE EXTENT THAT ANY PAYMENTS OR BENEFITS PROVIDED TO OR FOR
THE BENEFIT OF THE EXECUTIVE UNDER SECTION 8(D)(I) OR (II) RESULT IN TAXABLE
INCOME TO THE EXECUTIVE, THE COMPANY SHALL PROVIDE THE EXECUTIVE WITH AN AMOUNT
EQUAL TO ANY INCOME AND OTHER TAXES PAYABLE BY THE EXECUTIVE UPON THE PROVISION
OF SUCH PAYMENTS OR BENEFITS (AND AN ADDITIONAL AMOUNT EQUAL TO ANY TAXES
IMPOSED ON SUCH TAX GROSS-UP AMOUNT), SUCH THAT THE EXECUTIVE SHALL NOT INCUR
ANY TAX COSTS WITH RESPECT TO SUCH PAYMENTS AND BENEFITS.
9.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION DUE TO 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 BENEFITS:
(I)
PAYMENT OF HIS THEN BASE SALARY THROUGH THE END OF THE MONTH IN
WHICH DEATH OCCURS, PAYABLE IN A LUMP SUM PROMPTLY AFTER THE COMPANY RECEIVES
NOTICE OF HIS DEATH;
(II)
IN THE EVENT OF ANY SUCH TERMINATION IN ANY YEAR OTHER THAN 2003
OR 2004, PAYMENT OF AN AMOUNT EQUAL TO FIFTY PERCENT (50%) OF THE EXECUTIVE'S
BASE SALARY THEN IN EFFECT IN LIEU OF ANY ANNUAL BONUS PAYMENT FOR THE YEAR IN
WHICH THE EXECUTIVE'S DEATH OCCURS, PAYABLE IN A SINGLE INSTALLMENT NO LATER
THAN THIRTY (30) DAYS AFTER THE COMPANY RECEIVES NOTICE OF HIS DEATH; AND
(III)
TO THE EXTENT UNPAID AS OF THE DATE OF HIS DEATH, PAYMENT OF THE
2003 BONUS AND THE 2004 BONUS, PAYABLE IN A SINGLE INSTALLMENT NO LATER THAN
THIRTY (30) DAYS AFTER THE COMPANY RECEIVES NOTICE OF HIS DEATH.
(B)
TERMINATION DUE TO DISABILITY.
IN THE EVENT THAT THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED DUE TO HIS DISABILITY, HE SHALL BE ENTITLED TO THE
FOLLOWING BENEFITS:
(I)
DISABILITY