BY EXECUTIVE.
2.68
"VOTING SECURITIES" MEANS (A) WITH RESPECT TO A CORPORATION,
SECURITIES OF SUCH CORPORATION THAT ARE ENTITLED TO VOTE GENERALLY IN THE
ELECTION OF DIRECTORS OF SUCH CORPORATION, AND (B) WITH RESPECT TO A MUTUAL LIFE
INSURANCE COMPANY OR MUTUAL LIFE INSURANCE HOLDING COMPANY, POLICIES OF SUCH
COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF SUCH COMPANY.
2.69
"WELFARE BENEFITS" MEANS THE FOLLOWING (AND ONLY THE FOLLOWING)
WELFARE BENEFITS, WHETHER OR NOT PROVIDED UNDER A PLAN:
ACCIDENTAL DEATH AND
DISMEMBERMENT (AD&D), DENTAL, MEDICAL, VISION AND GROUP-TERM LIFE INSURANCE.
ARTICLE III.
EMPLOYMENT PERIOD
3.1
POSITION AND DUTIES.
(A)
CHANGE OF CONTROL. DURING THE EMPLOYMENT PERIOD, (I) EXECUTIVE'S
POSITION (INCLUDING OFFICES, TITLES, RESPONSIBILITIES AND REPORTING
REQUIREMENTS, BUT NOT REPORTING RESPONSIBILITIES), AUTHORITY AND DUTIES SHALL BE
AT LEAST COMMENSURATE IN ALL MATERIAL RESPECTS WITH THE MOST SIGNIFICANT OF
THOSE HELD, EXERCISED AND ASSIGNED AT ANY TIME DURING THE 90-DAY PERIOD
IMMEDIATELY BEFORE THE EFFECTIVE DATE AND (II) EXECUTIVE'S SERVICES SHALL BE
PERFORMED AT THE LOCATION WHERE EXECUTIVE WAS EMPLOYED IMMEDIATELY BEFORE THE
EFFECTIVE DATE OR ANY OTHER LOCATION NO MORE THAN 50 MILES FROM SUCH FORMER
LOCATION.
(B)
EXECUTIVE'S OBLIGATIONS. DURING THE EMPLOYMENT PERIOD, EXECUTIVE
AGREES TO DEVOTE EXECUTIVE'S FULL ATTENTION AND BUSINESS TIME (OTHER THAN DURING
ANY PERIODS OF PAID TIME OFF, SICK LEAVE OR DISABILITY TO WHICH EXECUTIVE IS
ENTITLED) TO THE BUSINESS AND AFFAIRS OF THE COMPANIES AND, TO THE EXTENT
NECESSARY TO DISCHARGE THE DUTIES
9
ASSIGNED TO EXECUTIVE IN ACCORDANCE WITH THIS AGREEMENT, TO USE EXECUTIVE'S
COMMERCIALLY REASONABLE BEST EFFORTS TO PERFORM SUCH DUTIES. DURING THE
EMPLOYMENT PERIOD, EXECUTIVE MAY (I) SERVE ON CORPORATE, CIVIC OR CHARITABLE
BOARDS OR COMMITTEES, (II) DELIVER LECTURES, FULFILL SPEAKING ENGAGEMENTS OR
TEACH AT EDUCATIONAL INSTITUTIONS AND (III) MANAGE PERSONAL INVESTMENTS, SO LONG
AS SUCH ACTIVITIES DO NOT SIGNIFICANTLY INTERFERE WITH THE PERFORMANCE OF
EXECUTIVE'S DUTIES UNDER THIS AGREEMENT. TO THE EXTENT THAT ANY SUCH ACTIVITIES
WERE CONDUCTED BY EXECUTIVE IMMEDIATELY PRIOR TO THE EFFECTIVE DATE AND SUCH
CONDUCT WAS NOT IN VIOLATION OF ANY PLANS OF ANY OF THE COMPANIES, THE CONTINUED
CONDUCT OF SUCH ACTIVITIES (OR ACTIVITIES SIMILAR IN NATURE AND SCOPE) AFTER THE
EFFECTIVE DATE SHALL NOT BE DEEMED TO INTERFERE WITH THE PERFORMANCE OF
EXECUTIVE'S DUTIES UNDER THIS AGREEMENT.
3.2
COMPENSATION.
(A)
BASE SALARY. DURING THE EMPLOYMENT PERIOD, THE COMPANIES SHALL PAY
OR CAUSE TO BE PAID TO EXECUTIVE AN ANNUAL BASE SALARY IN CASH, WHICH SHALL BE
PAID IN A MANNER CONSISTENT WITH THE COMPANIES PAYROLL PRACTICES IN EFFECT
IMMEDIATELY BEFORE THE EFFECTIVE DATE, AT AN ANNUAL RATE NOT LESS THAN 12 TIMES
THE HIGHEST MONTHLY BASE SALARY PAID OR PAYABLE TO EXECUTIVE BY THE COMPANIES IN
RESPECT OF THE 12-MONTH PERIOD IMMEDIATELY BEFORE THE EFFECTIVE DATE (SUCH
ANNUAL RATE SALARY, THE "BASE SALARY"). DURING THE EMPLOYMENT PERIOD, THE BASE
SALARY SHALL BE REVIEWED AT LEAST ANNUALLY AND SHALL BE INCREASED AT ANY TIME
AND FROM TIME TO TIME IN SUCH MANNER AS SHALL BE SUBSTANTIALLY CONSISTENT WITH
INCREASES IN BASE SALARY