REIMBURSEMENT. THE EXECUTIVE SHALL BE ENTITLED TO
REIMBURSEMENT FOR EXPENSES NOT REIMBURSED BY INSURANCE OR OTHERWISE FOR "MEDICAL
CARE" FOR HIMSELF AND IMMEDIATE FAMILY MEMBER; PROVIDED, SUCH FAMILY MEMBERS ARE
COVERED BY A COMPANY SPONSORED PLAN AT THE TIME THE EXPENSE IS INCURRED, AND
FURTHER PROVIDED THAT SUCH REIMBURSEMENT SHALL NOT EXCEED $10,000 PER ANNUM.
(III) CLUB MEMBERSHIP DUES AND AUTOMOBILE EXPENSES. DURING THE TERM OF
EMPLOYMENT, THE EXECUTIVE SHALL BE ENTITLED TO REIMBURSEMENT FOR PERSONAL
MEMBERSHIP AND AUTOMOBILE RELATED EXPENSES RELATED TO THE EXECUTIVE'S PRIMARY
AUTOMOBILE IN AN AMOUNT NOT TO EXCEED $50,000.00 PER YEAR, PAYABLE IN ACCORDANCE
WITH THE COMPANY'S POLICIES ON EXPENSE REIMBURSEMENT, IN EFFECT FROM TIME TO
TIME.
(IV)BUSINESS EXPENSES. DURING THE EMPLOYMENT TERM, REASONABLE BUSINESS EXPENSES
INCURRED BY EXECUTIVE IN THE PERFORMANCE OF HIS DUTIES HEREUNDER SHALL BE
REIMBURSED BY THE COMPANY IN ACCORDANCE WITH THE COMPANY'S POLICIES ON EXPENSE
REIMBURSEMENT, IN EFFECT FROM TIME TO TIME.
6.
TERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT:
(A)
FOR CAUSE BY THE COMPANY.
THE EMPLOYMENT TERM AND THE EXECUTIVE'S
EMPLOYMENT HEREUNDER MAY BE TERMINATED BY THE COMPANY FOR "CAUSE."
FOR PURPOSES
OF THIS AGREEMENT, "CAUSE" SHALL MEAN (I) THE EXECUTIVE'S GROSS NEGLECT OF, OR
WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM, HIS DUTIES HEREUNDER
(OTHER THAN AS A RESULT OF TOTAL OR PARTIAL INCAPACITY DUE TO PHYSICAL OR MENTAL
ILLNESS); (II) A WILLFUL ACT BY THE EXECUTIVE AGAINST THE INTERESTS OF THE
COMPANY OR WHICH CAUSES OR IS INTENDED TO CAUSE HARM TO THE COMPANY OR ITS
STOCKHOLDERS; (III) THE EXECUTIVE'S CONVICTION, OR PLEA OF NO CONTEST OR GUILTY,
TO A FELONY UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR OF A
LESSER OFFENSE INVOLVING DISHONESTY, THE THEFT OF COMPANY PROPERTY OR MORAL
TURPITUDE; OR (IV) A MATERIAL BREACH OF THE AGREEMENT BY THE EXECUTIVE WHICH IS
NOT CURED BY THE EXECUTIVE WITHIN TWENTY (20) DAYS (WHERE THE BREACH IS CURABLE)
FOLLOWING WRITTEN NOTICE TO THE EXECUTIVE BY THE COMPANY OF THE NATURE OF THE
BREACH.
UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR CAUSE PURSUANT TO
THIS SECTION 6(A), THE EXECUTIVE SHALL BE PAID ANY ACCRUED AND UNPAID BASE
SALARY AND BENEFITS THROUGH THE DATE OF TERMINATION AND SHALL HAVE NO ADDITIONAL
RIGHTS TO ANY COMPENSATION OR ANY OTHER BENEFITS UNDER THE AGREEMENT OR
OTHERWISE.
(B)
DISABILITY OR DEATH.
THE EMPLOYMENT TERM AND THE EXECUTIVE'S
EMPLOYMENT HEREUNDER SHALL TERMINATE UPON HIS DEATH OR IF THE EXECUTIVE IS
UNABLE FOR AN AGGREGATE OF SIX (6) MONTHS IN ANY TWELVE (12) CONSECUTIVE MONTH
PERIOD TO PERFORM HIS DUTIES DUE TO THE EXECUTIVE'S PHYSICAL OR MENTAL
INCAPACITY, AS REASONABLY DETERMINED BY THE BOARD (SUCH INCAPACITY IS
HEREINAFTER REFERRED TO AS "DISABILITY").
UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT HEREUNDER FOR EITHER DISABILITY OR DEATH, THE EXECUTIVE OR HIS ESTATE
(AS THE CASE MAY BE) SHALL BE ENTITLED TO RECEIVE (I) ANY ACCRUED AND UNPAID
BASE SALARY AND BENEFITS AND (II) A BONUS FOR THE CALENDAR YEAR IN WHICH
TERMINATION OCCURS, EQUAL TO THE BONUS WHICH THE