OTHER SENIOR
OFFICERS OF THE COMPANY;
(II)
THE EXECUTIVE AND, AS APPLICABLE, THE EXECUTIVE'S COVERED
DEPENDENTS SHALL BE ELIGIBLE TO PARTICIPATE IN ALL OF THE COMPANY'S HEALTH AND
WELFARE BENEFIT PLANS (WITHIN THE MEANING OF SECTION 3(1) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED); AND
(III)
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE FRINGE BENEFITS
PROVIDED FOR SENIOR OFFICERS OF THE COMPANY, AND SHALL BE ENTITLED TO AVAIL
HIMSELF OF PAID HOLIDAYS, AS DETERMINED FROM TIME TO TIME BY THE COMPANY.
(E)
VACATION.
THE EXECUTIVE SHALL BE ENTITLED TO NOT LESS THAN FOUR
WEEKS OF PAID VACATION PER CALENDAR YEAR DURING THE TERM OF EMPLOYMENT.
VACATION DAYS NOT USED WITHIN THE YEAR SHALL BE CARRIED FORWARD TO SUBSEQUENT
YEARS, AS DETERMINED BY THE COMPANY; PROVIDED, HOWEVER, THAT THE MAXIMUM CARRY
FORWARD OF VACATION SHALL BE TWO WEEKS.
(F)
EXPENSES.
THE EXECUTIVE SHALL BE REIMBURSED BY THE COMPANY FOR
REASONABLE BUSINESS EXPENSES ACTUALLY INCURRED IN RENDERING TO THE COMPANY THE
SERVICES PROVIDED FOR HEREUNDER DURING THE TERM OF EMPLOYMENT, PAYABLE IN
ACCORDANCE WITH CUSTOMARY COMPANY PRACTICE, AFTER THE EXECUTIVE PRESENTS WRITTEN
EXPENSE STATEMENTS OR SUCH OTHER SUPPORTING INFORMATION AS THE COMPANY MAY
REQUIRE OF ITS SENIOR OFFICERS FOR REIMBURSEMENT OF SUCH EXPENSES.
(G)
EXECUTIVE MEDICAL REIMBURSEMENTS: THE PLAN WILL REIMBURSE THE
EXECUTIVE FOR UNCOVERED MEDICAL EXPENSES, UP TO $5,000 PER CALENDAR YEAR.
EXPENSES THAT DO NOT MEET THE IRS CRITERIA CANNOT BE SUBMITTED FOR
REIMBURSEMENT.
(H)
AUTOMOBILE ALLOWANCE:
THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE
AN ANNUAL AUTOMOBILE ALLOWANCE OF A MAXIMUM OF TWELVE THOUSAND DOLLARS ($12,000)
DURING THE TERM OF EMPLOYMENT.
4.
TERMINATION OF EMPLOYMENT.
(A)
THE COMPANY OR THE EXECUTIVE MAY TERMINATE THE EXECUTIVE'S
EMPLOYMENT AT ANY TIME AND FOR ANY REASON IN ACCORDANCE WITH SUBSECTION 4(B)
BELOW. THE TERM OF EMPLOYMENT SHALL BE DEEMED TO HAVE ENDED ON THE LAST DAY OF
THE
EXECUTIVE'S EMPLOYMENT.
THE TERM OF EMPLOYMENT SHALL TERMINATE UPON THE
EXECUTIVE'S DEATH.
(B)
NOTICE OF TERMINATION.
ANY PURPORTED TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH) SHALL BE COMMUNICATED BY
WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO THE OTHER PARTY HERETO IN
ACCORDANCE WITH THE NOTICE PROVISIONS CONTAINED IN SUBSECTION 15(B) BELOW.
FOR
PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE THAT
INDICATES THE DATE OF TERMINATION (AS THAT TERM IS DEFINED IN SUBSECTION 4(C)
BELOW) AND, WITH RESPECT TO A TERMINATION DUE TO DISABILITY, CAUSE OR GOOD
REASON, SETS FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES THAT ARE
ALLEGED TO PROVIDE A BASIS FOR SUCH TERMINATION.
A NOTICE OF TERMINATION FROM
THE COMPANY SHALL SPECIFY WHETHER THE TERMINATION IS WITH OR WITHOUT CAUSE OR
DUE TO THE EXECUTIVE'S DISABILITY.
A NOTICE OF TERMINATION FROM THE EXECUTIVE
SHALL SPECIFY WHETHER THE TERMINATION IS WITH OR WITHOUT GOOD REASON OR DUE TO
THE EXECUTIVE'S DISABILITY OR RETIREMENT.
(C)
DATE OF TERMINATION.
FOR PURPOSES OF THIS AGREEMENT, "DATE OF
TERMINATION" SHALL MEAN THE DATE SPECIFIED IN THE NOTICE OF TERMINATION (BUT IN