THE BONUS AND IT IS NO LONGER
SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE.
5.
EMPLOYEE BENEFITS.
DURING THE
EMPLOYMENT TERM, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN EMPLOYEE
BENEFIT PLANS OR PROGRAMS OF THE COMPANY, IF ANY, TO THE EXTENT THAT HIS
POSITION, TENURE, SALARY, AGE, HEALTH AND OTHER QUALIFICATIONS MAKE HIM ELIGIBLE
TO PARTICIPATE, SUBJECT TO THE RULES AND REGULATIONS APPLICABLE THERETO.
THE
COMPANY RESERVES THE RIGHT TO CANCEL OR CHANGE THE BENEFIT PLANS AND PROGRAMS IT
OFFERS TO ITS EMPLOYEES AT ANY TIME.
THE COMPANY WILL NOT MATERIALLY REDUCE THE
KIND OR LEVEL OF EMPLOYEE BENEFITS TO WHICH THE EXECUTIVE IS ENTITLED IN A
MANNER THAT WOULD RESULT IN THE EXECUTIVE'S OVERALL BENEFITS PACKAGE BEING
MATERIALLY REDUCED.
ANY SUCH REDUCTION OF BENEFITS BY THE COMPANY WILL
CONSTITUTE A MATERIAL BREACH OF THE AGREEMENT.
6.
VACATION.
EXECUTIVE WILL BE ENTITLED
TO PAID VACATION OF THREE (3) WEEKS PER YEAR IN ACCORDANCE WITH THE COMPANY'S
VACATION POLICY, WITH THE TIMING AND DURATION OF SPECIFIC VACATIONS MUTUALLY AND
REASONABLY AGREED TO BY THE PARTIES HERETO.
7.
EXPENSES.
THE EXECUTIVE SHALL BE
ENTITLED TO PROMPT REIMBURSEMENT BY THE COMPANY FOR ALL REASONABLE ORDINARY AND
NECESSARY TRAVEL, ENTERTAINMENT, AND OTHER EXPENSES INCURRED BY THE EXECUTIVE
WHILE AN EMPLOYEE OF THE COMPANY (IN ACCORDANCE WITH THE POLICIES AND PROCEDURES
ESTABLISHED BY THE COMPANY FOR ITS SENIOR EXECUTIVE OFFICERS) IN THE PERFORMANCE
OF HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT
THE EXECUTIVE SHALL PROPERLY AND PROMPTLY ACCOUNT FOR SUCH EXPENSES IN
ACCORDANCE WITH THE COMPANY'S POLICIES AND PROCEDURES.
THE PARTIES AGREE THAT
FOR PURPOSES OF THIS PARAGRAPH, THE EXECUTIVE'S AIR TRAVEL SHALL BE COACH CLASS
DOMESTICALLY AND BUSINESS CLASS INTERNATIONALLY (EXCLUDING CANADA).
8.
OTHER ACTIVITIES.
THE EXECUTIVE SHALL
DEVOTE SUBSTANTIALLY ALL OF HIS WORKING TIME AND EFFORTS DURING THE COMPANY'S
NORMAL BUSINESS HOURS TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES AND TO THE DILIGENT AND FAITHFUL PERFORMANCE OF THE DUTIES AND
RESPONSIBILITIES DULY ASSIGNED TO HIM PURSUANT TO THIS AGREEMENT, EXCEPT FOR
VACATIONS, HOLIDAYS AND SICKNESS.
THE EXECUTIVE MAY, HOWEVER, DEVOTE A
REASONABLE AMOUNT OF HIS TIME TO CIVIC, COMMUNITY, OR CHARITABLE ACTIVITIES AND,
WITH THE PRIOR WRITTEN APPROVAL OF THE SENIOR MANAGEMENT TO SERVE AS A DIRECTOR
OF OTHER CORPORATIONS AND TO OTHER TYPES OF BUSINESS OR PUBLIC ACTIVITIES NOT
EXPRESSLY MENTIONED IN THIS PARAGRAPH.
4
9.
TERMINATION BENEFITS.
THE EXECUTIVE
SHALL BE ENTITLED TO RECEIVE SEVERANCE AND OTHER BENEFITS UPON A TERMINATION OF
EMPLOYMENT AS FOLLOWS:
(A)
SEVERANCE.
(I)
INVOLUNTARY TERMINATION.
IF THE COMPANY
TERMINATES THE EXECUTIVE'S EMPLOYMENT OTHER THAN FOR DISABILITY OR CAUSE, OR IF
THE EXECUTIVE TERMINATES HIS EMPLOYMENT FOR GOOD REASON, THEN, IN LIEU OF ANY
SEVERANCE BENEFITS TO WHICH THE EXECUTIVE MAY OTHERWISE BE ENTITLED UNDER ANY
COMPANY SEVERANCE PLAN OR PROGRAM, AND SUBJECT TO THE REMAINING PROVISIONS OF
THIS PARAGRAPH 9, THE EXECUTIVE SHALL BE ENTITLED TO CONTINUED PAYMENT OF HIS
BASE SALARY UNTIL THE EARLIEST OF:
(A) THE 12-MONTH ANNIVERSARY OF THE
EFFECTIVE DATE OF THE EXECUTIVE'S