CORPORATION SHALL PROVIDE HERBES WITH LIFE
INSURANCE COVERAGE ON THE SAME TERMS AS SUCH COVERAGE IS PROVIDED TO ALL OTHER
EXECUTIVE EMPLOYEES OF THE CORPORATION.
(K)
BUSINESS EXPENSES. THE CORPORATION SHALL REIMBURSE HERBES FOR
REASONABLE EXPENSES INCURRED BY HIM IN CONNECTION WITH THE CONDUCT OF BUSINESS
OF THE CORPORATION AND ITS SUBSIDIARIES OR OTHER AFFILIATES.
7.
TERMINATION WITHOUT CAUSE.
(A)
BY THE CORPORATION. THE CORPORATION MAY, IN ITS DISCRETION,
TERMINATE HERBES' EMPLOYMENT HEREUNDER WITHOUT CAUSE AT ANY TIME UPON SIXTY (60)
DAYS PRIOR WRITTEN NOTICE OR AT SUCH LATER TIME AS MAY BE SPECIFIED IN SAID
NOTICE.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AFTER SUCH TERMINATION,
ALL RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES SHALL CEASE.
(I)
UPON THE TERMINATION OF EMPLOYMENT PURSUANT TO SUBPARAGRAPH
(A) ABOVE, SUBJECT TO THE TERMS IN SUBPARAGRAPH (II) AND PARAGRAPH 9 BELOW AND
THE REQUIREMENTS OF PARAGRAPH 10 BELOW, IN ADDITION TO ALL ACCRUED AND VESTED
BENEFITS PAYABLE UNDER THE CORPORATION'S EMPLOYMENT AND BENEFIT POLICIES,
INCLUDING, BUT NOT LIMITED TO, UNPAID ANNUAL BONUS AWARDS AND ANY OTHER
INCENTIVE COMPENSATION AWARDS EARNED UNDER THE ANNUAL BONUS PLAN OR ANY OTHER
INCENTIVE COMPENSATION PLAN FOR ANY COMPLETED PERFORMANCE PERIODS, HERBES SHALL
BE PROVIDED WITH THE FOLLOWING SALARY CONTINUATION AND OTHER BENEFITS (AS
DEFINED BELOW) FOR THE DURATION OF THE SEVERANCE PERIOD (AS DEFINED BELOW):
(1) SALARY CONTINUATION PAYMENTS FOR EACH YEAR OF THE SEVERANCE PERIOD IN AN
AMOUNT PER YEAR EQUAL TO 135% OF HIS THEN CURRENT ANNUAL BASE SALARY ("SALARY
CONTINUATION"), WHICH SALARY CONTINUATION SHALL BE PAID IN THE SAME MANNER AND
PURSUANT TO THE SAME PAYROLL PROCEDURES THAT WERE IN EFFECT PRIOR TO THE
EFFECTIVE DATE OF TERMINATION; (2) CONTINUATION OF MEDICAL, DENTAL, LIFE
INSURANCE AND DISABILITY INSURANCE FOR HIM, HIS SPOUSE AND HIS DEPENDENTS,
DURING THE SEVERANCE PERIOD, AS IN EFFECT ON THE EFFECTIVE DATE OF TERMINATION
("OTHER BENEFITS"), OR IF THE CONTINUATION OF ALL OR ANY OF THE OTHER BENEFITS
IS NOT AVAILABLE BECAUSE OF HIS STATUS AS A TERMINATED EMPLOYEE, A PAYMENT EQUAL
TO THE MARKET VALUE OF SUCH EXCLUDED OTHER BENEFITS; (3) IF ALLOWABLE UNDER THE
CORPORATION'S QUALIFIED PENSION PLAN IN EFFECT ON THE DATE OF TERMINATION,
CREDIT FOR ADDITIONAL YEARS OF SERVICE DURING THE SEVERANCE PERIOD; AND
(4) OUTPLACEMENT SERVICES OF AN INDEPENDENT THIRD PARTY, MUTUALLY SATISFACTORY
TO BOTH PARTIES, UNTIL THE EARLIER OF ONE YEAR AFTER THE EFFECTIVE DATE OF
TERMINATION, OR UNTIL HE OBTAINS NEW EMPLOYMENT; THE COST FOR SUCH SERVICE WILL
BE PAID IN FULL BY THE CORPORATION.
FOR PURPOSES OF THIS AGREEMENT (EXCEPT FOR
PARAGRAPH 9 BELOW), THE "SEVERANCE PERIOD" SHALL MEAN THE PERIOD FROM THE DATE
OF TERMINATION OF EMPLOYMENT TO THE FIRST (1ST) ANNIVERSARY OF THE DATE OF SUCH
TERMINATION.
(II)
SUBJECT TO PARAGRAPH 10 BELOW, IN THE EVENT HERBES ACCEPTS OTHER
EMPLOYMENT DURING THE SEVERANCE PERIOD, THE CORPORATION SHALL CONTINUE THE
SALARY CONTINUATION IN FORCE UNTIL THE END OF THE SEVERANCE PERIOD.
ALL OTHER
BENEFITS DESCRIBED IN SUBPARAGRAPH (I)(2) AND THE BENEFIT SET FORTH IN (I)(3),
OTHER THAN ALL ACCRUED AND