4.2.2.
FOR PURPOSES OF DETERMINING ANY BONUS PAYABLE TO EXECUTIVE, THE
MEASUREMENT OF CORPORATE AND INDIVIDUAL PERFORMANCE WILL BE PERFORMED BY THE
BOARD IN GOOD FAITH.
FROM TIME TO TIME, THE BOARD MAY, IN ITS SOLE DISCRETION,
MAKE ADJUSTMENTS TO CORPORATE OR INDIVIDUAL PERFORMANCE GOALS, SO THAT REQUIRED
DEPARTURES FROM THE COMPANY'S OPERATING BUDGET, CHANGES IN ACCOUNTING
PRINCIPLES, ACQUISITIONS, DISPOSITIONS, MERGERS, CONSOLIDATIONS AND OTHER
CORPORATE TRANSACTIONS, AND OTHER FACTORS INFLUENCING THE ACHIEVEMENT OR
CALCULATION OF SUCH GOALS DO NOT AFFECT THE OPERATION OF THIS PROVISION IN A
MANNER INCONSISTENT WITH ITS INTENDED PURPOSES.
4.2.3.
THE BOARD MAY CHOOSE TO PROVIDE EXECUTIVE'S ANNUAL BONUS
OPPORTUNITY THROUGH THE COMPANY'S MANAGEMENT INCENTIVE PROGRAM, IN WHICH CASE
SUCH BONUS OPPORTUNITY WILL BE SUBJECT TO THE ADDITIONAL TERMS AND CONDITIONS
THEREIN CONTAINED.
4.3.
RESTRICTED STOCK AWARD.
EFFECTIVE UPON FULL EXECUTION OF THIS
AGREEMENT, THE BOARD HAS AUTHORIZED THE GRANT TO EXECUTIVE OF 5,000 SHARES OF
RESTRICTED COMMON STOCK, AS MEMORIALIZED IN (AND SUBJECT TO THE TERMS OF) THE
RESTRICTED STOCK AWARD AGREEMENT ATTACHED HERETO AS EXHIBIT A.
4.4.
PAID TIME OFF.
EXECUTIVE WILL BE ENTITLED TO PAID TIME OFF EACH
YEAR IN ACCORDANCE WITH THE POLICIES OF THE COMPANY, AS IN EFFECT FROM TIME TO
TIME.
4.5.
INDEMNIFICATION.
EXECUTIVE WILL BE INDEMNIFIED FOR ACTS PERFORMED
AS AN EMPLOYEE OF THE COMPANY TO THE EXTENT PROVIDED IN THE COMPANY'S BYLAWS, AS
IN EFFECT FROM TIME TO TIME.
5.
TERMINATION.
UPON ANY CESSATION OF HIS EMPLOYMENT WITH THE
COMPANY, EXECUTIVE WILL BE ENTITLED ONLY TO SUCH COMPENSATION AND BENEFITS AS
DESCRIBED IN THIS SECTION 5.
UPON ANY CESSATION OF HIS EMPLOYMENT FOR ANY
REASON, UNLESS OTHERWISE REQUESTED BY THE COMPANY, EXECUTIVE AGREES TO RESIGN
IMMEDIATELY FROM ALL OFFICER AND DIRECTOR POSITIONS HE THEN HOLDS WITH THE
COMPANY AND ITS AFFILIATES.
5.1.
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
IF EXECUTIVE'S
EMPLOYMENT BY THE COMPANY CEASES DUE TO A TERMINATION BY THE COMPANY WITHOUT
CAUSE (AS DEFINED BELOW) OR A RESIGNATION BY EXECUTIVE FOR GOOD REASON (AS
DEFINED BELOW), EXECUTIVE WILL BE ENTITLED TO:
5.1.1.
PAYMENT OF ALL ACCRUED AND UNPAID BASE SALARY THROUGH THE DATE OF
SUCH CESSATION;
5.1.2.
PAYMENT OF ANY ANNUAL BONUS OTHERWISE PAYABLE (BUT FOR THE
CESSATION OF EXECUTIVE'S EMPLOYMENT) WITH RESPECT TO A YEAR ENDED PRIOR TO THE
CESSATION OF EXECUTIVE'S EMPLOYMENT;
5.1.3.
PAYMENT OF A PRO-RATA ANNUAL BONUS FOR THE YEAR OF TERMINATION,
DETERMINED AND PAID IN THE SAME MANNER AND AT THE SAME TIME AS THE EXECUTIVE'S
ANNUAL BONUS WOULD OTHERWISE HAVE BEEN DETERMINED AND PAID FOR THE APPLICABLE
YEAR, BUT FOR THE TERMINATION.
SUCH ANNUAL BONUS WILL BE PRO-RATED BASED ON THE
NUMBER OF FULL AND PARTIAL MONTHS OF THE YEAR TRANSPIRED PRIOR TO THE DATE OF
TERMINATION;
5.1.4.
MONTHLY SEVERANCE PAYMENTS EQUAL TO ONE-TWELFTH OF EXECUTIVE'S BASE
SALARY FOR A PERIOD EQUAL TO 12 MONTHS; AND
5.1.5.
WAIVER OF THE APPLICABLE PREMIUM OTHERWISE PAYABLE FOR COBRA
CONTINUATION COVERAGE FOR EXECUTIVE (AND, TO THE EXTENT COVERED IMMEDIATELY
PRIOR TO THE DATE OF SUCH CESSATION, HIS ELIGIBLE DEPENDENTS) FOR A PERIOD