OFFICERS AND ON THE SAME TERMS
WHICH ARE AVAILABLE TO EMPLOYER'S OTHER EXECUTIVES AND OFFICERS.
SECTION 5.
EXPENSES.
EMPLOYER WILL REIMBURSE EMPLOYEE FOR EXPENSES
RELATED TO THE PERFORMANCE OF HIS DUTIES IN ACCORDANCE WITH ITS REIMBURSEMENT
POLICIES FOR EXECUTIVES AND OFFICERS IN EFFECT FROM TIME TO TIME.
SECTION 6.
TERMINATION OF EMPLOYMENT.
EMPLOYEE'S EMPLOYMENT
HEREUNDER SHALL TERMINATE PRIOR TO THE END OF THE TERM OF THIS AGREEMENT UPON
THE OCCURRENCE OF ANY OF THE FOLLOWING:
(I)
DEATH.
UPON THE DEATH OF EMPLOYEE.
(II)
DISABILITY.
AT THE OPTION OF EMPLOYER, IN THE EVENT OF
EMPLOYEE'S DISABILITY, UPON 30 DAYS' NOTICE TO EMPLOYEE.
FOR PURPOSES HEREOF,
"DISABILITY" WITH RESPECT TO AN EMPLOYEE SHALL BE DEEMED TO EXIST IF EMPLOYEE
(A) MEETS THE DEFINITION OF EITHER "TOTALLY DISABLED" OR "TOTAL DISABILITY" (OR
TERMS WITH LIKE MEANING) UNDER THE TERMS OF EMPLOYER'S LONG-TERM DISABILITY
BENEFIT PROGRAM, AND (B) BECOMES ELIGIBLE TO RECEIVE LONG TERM DISABILITY
BENEFITS UNDER SUCH PROGRAM. ANY REFUSAL BY EMPLOYEE TO SUBMIT TO A REASONABLE
MEDICAL EXAMINATION BY AN INDEPENDENT PHYSICIAN TO DETERMINE WHETHER EMPLOYEE IS
SO TOTALLY DISABLED SHALL BE DEEMED TO CONSTITUTE CONCLUSIVE EVIDENCE OF
EMPLOYEE'S DISABILITY.
(III)
FOR CAUSE.
FOR CAUSE IMMEDIATELY UPON NOTICE BY EMPLOYER TO
EMPLOYEE.
A TERMINATION SHALL BE FOR "CAUSE" IF EMPLOYER TERMINATES EMPLOYEE'S
EMPLOYMENT BECAUSE:
(1)
EMPLOYEE COMMITS FRAUD, BRIBERY,
EMBEZZLEMENT OR OTHER MATERIAL DISHONESTY WITH RESPECT TO THE BUSINESS OF
EMPLOYER, OR EMPLOYER DISCOVERS THAT EMPLOYEE HAS COMMITTED ANY SUCH ACT IN THE
PAST WITH RESPECT TO A PREVIOUS EMPLOYER; OR
(2)
EMPLOYEE IS INDICTED FOR ANY FELONY OR ANY
CRIMINAL ACT INVOLVING MORAL TURPITUDE, OR EMPLOYER DISCOVERS THAT EMPLOYEE HAS
BEEN CONVICTED OF ANY SUCH ACT IN THE PAST; OR
(3)
EMPLOYEE COMMITS A MATERIAL BREACH OF ANY OF
THE COVENANTS, REPRESENTATIONS, TERMS OR PROVISIONS HEREOF; OR
(4)
EMPLOYEE VIOLATES ANY INSTRUCTIONS OR
POLICIES OF EMPLOYER WITH RESPECT TO THE OPERATION OF ITS BUSINESS OR AFFAIRS,
OR EMPLOYEE FAILS TO OBEY DIRECTIONS DELIVERED TO EMPLOYEE BY EMPLOYER'S
PRESIDENT OR THE BOARD OF DIRECTORS OF PARENT; OR
(5)
EMPLOYEE COMMITS OR OMITS TO PERFORM ANY ACT
THE PERFORMANCE OF WHICH OR THE OMISSION OF WHICH CONSTITUTES SUBSTANTIAL
FAILURE OF
3
EMPLOYEE TO DILIGENTLY AND EFFECTIVELY PERFORM HIS DUTIES TO EMPLOYER OR
ADVERSELY AFFECTS OR COULD ADVERSELY AFFECT EMPLOYER'S BUSINESS REPUTATION; OR
(6)
EMPLOYEE USES ILLEGAL DRUGS; OR
(7)
A MAJORITY OF THE BOARD OF DIRECTORS OF
PARENT DETERMINES THAT EMPLOYEE HAS FAILED TO CAUSE THE OPERATING RESULTS OF
EMPLOYER TO CONTINUOUSLY AND SUBSTANTIALLY IMPROVE.
(IV)
WITHOUT CAUSE.
WITHOUT CAUSE IMMEDIATELY UPON NOTICE BY EMPLOYER
TO EMPLOYEE.
(V)
BY EMPLOYEE FOR GOOD REASON.
EMPLOYEE MAY TERMINATE HIS
EMPLOYMENT HEREUNDER FOR GOOD REASON IF EMPLOYER FAILS TO PAY EMPLOYEE THE
WEEKLY BASE SALARY OR PROVIDE THE BENEFITS IN ACCORDANCE WITH THE TERMS OF
SECTION 4 HEREIN.
(VI)
BY EMPLOYEE WITHOUT GOOD REASON.
BY EMPLOYEE WITHOUT GOOD REASON
BY PROVIDING THE COMPANY AT LEAST TWO WEEKS' WRITTEN NOTICE.
SECTION 7.
SEPARATION PAYMENT UPON TERMINATION OF EMPLOYMENT.
IN
THE EVENT OF (I) TERMINATION BY EMPLOYER