AS IN
EFFECT AND APPROVED BY THE BOARD OF DIRECTORS OR COMPENSATION COMMITTEE FROM
TIME TO TIME.
4.4
SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PLANS AND PROGRAMS,
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN THE VARIOUS OTHER EMPLOYEE BENEFIT
PLANS AND PROGRAMS APPLICABLE TO SENIOR EXECUTIVES OF THE CORPORATION INCLUDING,
BUT NOT LIMITED TO, MEDICAL, LIFE AND OTHER BENEFITS.
4.5
THE CORPORATION SHALL CONTINUE TO PAY TO EXECUTIVE A CAR ALLOWANCE
OF $1,000 PER MONTH THROUGH THE EARLIER OF (A) FEBRUARY 28, 2009, OR (B) THE
TERMINATION OF HER EMPLOYMENT.
4.6
EXECUTIVE SHALL BE ENTITLED, DURING EACH FULL CALENDAR YEAR IN
WHICH THIS AGREEMENT REMAINS IN EFFECT, TO TWENTY-THREE (23) DAYS OF PAID TIME
OFF ("PTO"), AND A PRO RATA PORTION THEREOF FOR ANY PARTIAL CALENDAR YEAR OF
EMPLOYMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S PTO POLICY, ANY
PTO NOT USED DURING ANY SUCH CALENDAR YEAR MAY NOT BE CARRIED FORWARD TO ANY
SUCCEEDING CALENDAR YEAR AND SHALL BE FORFEITED.
EMPLOYEE SHALL NOT BE ENTITLED
TO RECEIVE ANY PAYMENT IN CASH FOR PTO REMAINING UNUSED AT THE END OF ANY YEAR.
AT SEPARATION FROM EMPLOYMENT, THE CORPORATION WILL PAY EXECUTIVE FOR ANY UNUSED
PTO IN THE YEAR OF SUCH SEPARATION, PRO RATED FROM JANUARY 1 OF THE YEAR OF
SEPARATION THROUGH EXECUTIVE'S LAST DAY OF EMPLOYMENT TO THE EXTENT CONSISTENT
WITH THE TERMS OF THE CORPORATION'S PTO POLICY.
AS OF THE EFFECTIVE DATE OF
THIS AGREEMENT, EXECUTIVE HAD 122.50 HOURS OF PTO AVAILABLE FOR THE REMAINDER OF
2008.
ARTICLE 5
INSURANCE
5.1
THE CORPORATION, AT ITS OWN EXPENSE, SHALL CONTINUE TO PROVIDE
LIFE INSURANCE COVERAGE ON EXECUTIVE'S LIFE THROUGH THE EARLIER OF
(A) FEBRUARY 28, 2009, OR (B) THE TERMINATION OF HER EMPLOYMENT.
THE DEATH
BENEFIT SHALL BE IN THE AMOUNT OF $1,000,000; $500,000 IN THE FORM OF WHOLE LIFE
INSURANCE AND $500,000 IN THE FORM OF TERM LIFE INSURANCE.
THE EXECUTIVE WILL
BE THE OWNER OF BOTH POLICIES, AND THE DEATH BENEFIT SHALL BE PAYABLE TO A
BENEFICIARY DESIGNATED SOLELY BY EXECUTIVE.
THE CORPORATION SHALL HAVE THE
RIGHT AT ITS OWN EXPENSE AND FOR ITS OWN BENEFIT TO PURCHASE ADDITIONAL
INSURANCE ON EXECUTIVE'S LIFE, AND EXECUTIVE SHALL COOPERATE BY PROVIDING
NECESSARY INFORMATION, SUBMITTING TO REQUIRED MEDICAL EXAMINATIONS, AND
OTHERWISE COMPLYING WITH THE INSURANCE CARRIER'S REQUIREMENTS.
5.2
EXECUTIVE SHALL BE ENTITLED TO DISABILITY INSURANCE IN LINE WITH
THE PRESENT POLICY OF THE CORPORATION, TO BE PROVIDED AT THE EXPENSE OF THE
CORPORATION.
ARTICLE 6
DEFINITIONS
6.1
"CAUSE" SHALL MEAN (I) ANY FRAUD, MISAPPROPRIATION OR EMBEZZLEMENT
BY EXECUTIVE IN CONNECTION WITH THE BUSINESS OF THE COMPANY, (II) ANY CONVICTION
OF A FELONY OR A GROSS MISDEMEANOR BY EXECUTIVE, (III) ANY GROSS NEGLECT OR
PERSISTENT NEGLECT BY EXECUTIVE TO PERFORM THE DUTIES ASSIGNED TO HER HEREUNDER
OR ANY OTHER ACT THAT CAN BE REASONABLY EXPECTED TO CAUSE SUBSTANTIAL ECONOMIC
OR REPUTATIONAL INJURY TO THE COMPANY OR (IV) ANY MATERIAL BREACH OF ARTICLES 7
OR 8 OF THIS AGREEMENT, PROVIDED THAT THE EXISTENCE OF SUCH NEGLECT OR MATERIAL
BREACH SHALL