ANY OTHER
BONUS PROGRAM, SHALL BE REFERRED TO HEREIN AS THE "INCENTIVE BONUS."
THE
INCENTIVE BONUS FOR ANY YEAR WILL BE PAID AFTER THE CONCLUSION OF THE APPLICABLE
FISCAL YEAR, BASED UPON THE BOARD OF DIRECTORS' DETERMINATION AS TO THE AMOUNT
OF SUCH BONUS EARNED PURSUANT TO THE TERMS OF THE MANAGEMENT INCENTIVE PLAN,
PROVIDED EXECUTIVE IS EMPLOYED BY THE COMPANY OR ITS SUCCESSOR ON THAT DATE.
(C)
VACATION AND OTHER BENEFITS. EXECUTIVE SHALL BE ENTITLED TO THE BENEFIT OF
PAID VACATION, HOLIDAYS, GROUP MEDICAL, ACCIDENT AND LONG-TERM DISABILITY
INSURANCE AND OTHER FRINGE BENEFITS AND TAX QUALIFIED RETIREMENT PLANS AS THE
COMPANY SHALL MAKE AVAILABLE FROM TIME TO TIME TO ITS OTHER SIMILARLY SITUATED
SENIOR EXECUTIVES. THE COMPANY MAY CHANGE OR AMEND ITS BENEFITS AS IT DEEMS
APPROPRIATE FROM TIME TO TIME.
4.
TERMINATION AND EFFECT OF TERMINATION. EXECUTIVE'S EMPLOYMENT HEREUNDER IS
AT WILL AND MAY BE TERMINATED AT ANY TIME BY THE COMPANY FOR ANY REASON. IN THE
EVENT OF TERMINATION OF EXECUTIVE'S EMPLOYMENT, THE COMPANY SHALL HAVE NO
LIABILITY TO EXECUTIVE FOR COMPENSATION OR BENEFITS, EXCEPT AS SPECIFIED IN THIS
SECTION 4 OR AS REQUIRED BY THE COMPANY'S BENEFITS POLICY.
(A)
TERMINATION BY THE COMPANY FOR CAUSE. EXECUTIVE'S EMPLOYMENT MAY BE
TERMINATED BY THE COMPANY FOR CAUSE AT ANY TIME UPON DELIVERY OF WRITTEN NOTICE
TO EXECUTIVE. UPON SUCH A TERMINATION, THE COMPANY SHALL HAVE NO OBLIGATION TO
EXECUTIVE OTHER THAN THE PAYMENT OF ALL ACCRUED, BUT UNPAID, BASE SALARY AND ANY
UNPAID EXPENSES OR EXPENSE REIMBURSEMENTS PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION. FOR PURPOSES OF THIS AGREEMENT, "CAUSE" MEANS THE OCCURRENCE OF ANY
ONE OR MORE OF THE FOLLOWING EVENTS OR CONDITIONS:
(I)
ANY MATERIAL FAILURE ON THE PART OF EXECUTIVE (OTHER THAN BY REASON OF
DISABILITY AS PROVIDED IN SECTION 4(E) BELOW) TO FAITHFULLY AND PROFESSIONALLY
CARRY OUT EXECUTIVE'S DUTIES OR TO COMPLY WITH ANY OTHER MATERIAL PROVISION OF
THIS AGREEMENT, WHICH FAILURE CONTINUES FOR TEN (10) DAYS AFTER WRITTEN NOTICE
DETAILING SUCH FAILURE IS DELIVERED BY THE COMPANY; PROVIDED, THAT THE COMPANY
SHALL NOT BE REQUIRED TO PROVIDE SUCH NOTICE IN THE EVENT THAT SUCH FAILURE
(A) IS NOT SUSCEPTIBLE TO REMEDY OR (B) RELATES TO THE SAME TYPE OF ACTS OR
OMISSIONS AS TO WHICH NOTICE HAS BEEN GIVEN ON A PRIOR OCCASION;
(II)
EXECUTIVE'S DISHONESTY (WHICH SHALL INCLUDE WITHOUT LIMITATION ANY MISUSE
OR MISAPPROPRIATION OF THE COMPANY'S ASSETS), OR OTHER WILLFUL MISCONDUCT, IF
SUCH DISHONESTY OR OTHER WILLFUL MISCONDUCT IS INTENDED TO OR LIKELY TO
MATERIALLY INJURE THE BUSINESS OF THE COMPANY;
(III)
EXECUTIVE'S CONVICTION OF ANY FELONY OR OF ANY OTHER CRIME INVOLVING
MORAL TURPITUDE, WHETHER OR NOT RELATING TO EXECUTIVE'S EMPLOYMENT;
(IV)
EXECUTIVE'S INSOBRIETY OR USE OF DRUGS, CHEMICALS OR CONTROLLED SUBSTANCES
EITHER (A) IN THE COURSE OF PERFORMING EXECUTIVE'S DUTIES AND RESPONSIBILITIES
UNDER THIS AGREEMENT, OR (B) OTHERWISE AFFECTING THE ABILITY OF EXECUTIVE TO
PERFORM THE SAME;
2
(V)
EXECUTIVE'S FAILURE TO COMPLY WITH A LAWFUL WRITTEN DIRECTION OF THE
COMPANY OR THE BOARD OF DIRECTORS; OR