TO SUCH OPTION. THIS WILL NOT APPLY TO ANY OPTION GRANTED
TO EMPLOYEE UNDER ANY PLAN OR OTHERWISE ON OR AFTER MAY 1, 2006, AND THE TERMS
OF ANY SUCH OPTION SHALL BE GOVERNED BY THE PLAN UNDER WHICH IT IS GRANTED, IF
ANY, AND ANY WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE EMPLOYEE WITH RESPECT
TO SUCH OPTION.
4.
COMPENSATION
(A)
SUBJECT TO THE PROVISIONS OF SECTION 4(C),
EMPLOYER WILL PAY TO EMPLOYEE AS BASE COMPENSATION FOR THE SERVICES TO BE
PERFORMED BY HIM HEREUNDER THE BASE COMPENSATION SPECIFIED ON SCHEDULE A
ATTACHED HERETO.
(B)
AS LONG AS EMPLOYEE IS EMPLOYED HEREUNDER,
EMPLOYER, AT ITS ELECTION, WILL EITHER (A) SUPPLY TO EMPLOYEE AN AUTOMOBILE OF A
TYPE CONSISTENT WITH HIS DUTIES AND SALARY, AND WILL PAY THE REASONABLE EXPENSES
OF OPERATING, MAINTAINING THE AUTOMOBILE AND INSURING THE AUTOMOBILE AND ITS
DRIVER, OR (B) PROVIDE EMPLOYEE AN AUTOMOBILE ALLOWANCE AS SPECIFIED ON SCHEDULE
A ATTACHED HERETO, AND WILL PAY THE REASONABLE EXPENSES OF OPERATING,
MAINTAINING THE AUTOMOBILE AND INSURING THE AUTOMOBILE AND ITS DRIVER. SCHEDULE
A MAY BE AMENDED FROM TIME TO TIME UPON THE PARTIES' REVISION AND RE-EXECUTION
THEREOF WHEREUPON THE AMENDED SCHEDULE A SHALL BE ATTACHED HERETO; PROVIDED,
HOWEVER, THE AMENDED SCHEDULE A SHALL BE EFFECTIVE UPON RE-EXECUTION, WHETHER OR
NOT IT IS ATTACHED HERETO.
(C)
IN THE EVENT EMPLOYEE'S EMPLOYMENT SHALL
TERMINATE UNDER SECTION 3(A)(I), 3(A)(II), 3(A)(III) OR 3(A)(IV) HEREOF, ALL OF
EMPLOYER'S OBLIGATIONS TO EMPLOYEE
2
HEREUNDER WILL CEASE AUTOMATICALLY AND EMPLOYEE SHALL ONLY BE ENTITLED TO
COMPENSATION ACCRUED THROUGH THE DATE OF TERMINATION.
5.
EXPENSES
Employee shall be entitled to receive reimbursement for, or payment directly by
the Employer of, all reasonable expenses incurred by Employee at the request of
the Employer in the performance of his duties under this Agreement, provided
that Employee accounts therefor in writing and that such expenses are ordinary
and necessary business expenses of the Employer within the meaning of Section
162 of the Internal Revenue Code of 1986 as amended.
6.
INSURANCE AND OTHER FRINGE BENEFITS
(A)
DURING THE TERM, EMPLOYER WILL PROVIDE
EMPLOYEE WITH (A) HEALTH INSURANCE, DENTAL INSURANCE, LONG-TERM DISABILITY
INSURANCE, PAID VACATIONS AND OTHER FRINGE BENEFITS IN THE FORM AND IN DOLLAR
AMOUNTS SUBSTANTIALLY EQUIVALENT TO THE BENEFITS PROVIDED TO THE EMPLOYER'S
OTHER EMPLOYEES IN A SIMILAR POSITION AND WITH SIMILAR RESPONSIBILITIES, AND (B)
LIFE INSURANCE FOR THE BENEFIT OF THE EMPLOYEE AND/OR THE EMPLOYER, AS PROVIDED
ON SCHEDULE B ATTACHED HERETO.
(B)
IF EMPLOYEE'S EMPLOYMENT HEREUNDER
TERMINATES BECAUSE THE TERM EXPIRES UNDER SECTION 3(A) HEREOF, OR IF EMPLOYEE'S
EMPLOYMENT HEREUNDER TERMINATES UNDER THE CIRCUMSTANCES DESCRIBED IN SECTION
7(B) HEREOF, THEN AFTER SUCH TERMINATION AND FOR AS LONG AS EMPLOYEE SHALL LIVE,
EMPLOYER WILL PROVIDE EMPLOYEE WITH MEDICAL BENEFITS SUBSTANTIALLY EQUIVALENT TO
THE MEDICAL BENEFITS EMPLOYER PROVIDES ITS EXECUTIVES GENERALLY DURING THIS
PERIOD, ON THE CONDITION THAT IN CONNECTION THEREWITH EMPLOYEE PAYS TO EMPLOYER
AN AMOUNT EQUAL TO THE PORTION OF ANY PREMIUMS OR OTHER CHARGES PAYABLE FOR
EMPLOYER'S EXECUTIVES FOR SUCH COVERAGE.
IN CONNECTION