THE EMPLOYEE FOR ALL
REASONABLE AND NECESSARY BUSINESS-RELATED EXPENSES INCURRED BY HIM IN THE COURSE
OF PERFORMING HIS DUTIES UNDER THIS AGREEMENT WHICH ARE CONSISTENT WITH
EMPLOYER'S POLICIES AND PRACTICES IN EFFECT AND THEN IN PLACE AT THE CLOSING
DATE, INCLUDING TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES, SUBJECT TO
THE EMPLOYER'S REQUIREMENTS WITH RESPECT TO REPORTING AND DOCUMENTATION OF SUCH
EXPENSES.
(E)
DEDUCTIONS AND WITHHOLDING.
THE EMPLOYER SHALL DEDUCT FROM ANY
PAYMENTS TO BE MADE BY IT TO OR ON BEHALF OF THE EMPLOYEE UNDER THIS AGREEMENT
ANY AMOUNTS REQUIRED TO BE WITHHELD IN RESPECT OF ANY FEDERAL, STATE OR LOCAL
INCOME OR OTHER TAXES.
(F)
ANNUAL REVIEW OF BASE SALARY.
THE BOARD (OR THE COMPENSATION
COMMITTEE) SHALL UNDERTAKE A REVIEW OF THE BASE SALARY NOT LESS FREQUENTLY THAN
ANNUALLY DURING THE EMPLOYMENT PERIOD AND MAY INCREASE, BUT NOT DECREASE, THE
RATE OF BASE SALARY FROM THE RATE THEN IN EFFECT.
5.
Termination of Employment.
The Employee's employment under this Agreement shall be terminated upon the
earliest to occur of the following events:
(A)
TERMINATION FOR CAUSE.
THE EMPLOYER MAY IN ITS SOLE DISCRETION
TERMINATE THIS AGREEMENT AND THE EMPLOYEE'S EMPLOYMENT HEREUNDER FOR CAUSE AT
ANY TIME AND WITH OR WITHOUT ADVANCE NOTICE TO THE EMPLOYEE.
(B)
TERMINATION WITHOUT CAUSE.
THE EMPLOYER MAY TERMINATE THIS
AGREEMENT AND THE EMPLOYEE'S EMPLOYMENT HEREUNDER WITHOUT CAUSE AT ANY TIME,
WITH OR WITHOUT NOTICE, FOR ANY REASON OR NO REASON (AND NO REASON NEED BE
GIVEN).
(C)
MUTUAL AGREEMENT.
THIS AGREEMENT AND THE EMPLOYEE'S EMPLOYMENT
HEREUNDER MAY BE TERMINATED BY THE MUTUAL WRITTEN AGREEMENT OF THE EMPLOYER AND
THE EMPLOYEE ("MUTUAL AGREEMENT").
(D)
TERMINATION BY DEATH OR DISABILITY.
THIS AGREEMENT AND THE
EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL AUTOMATICALLY TERMINATE UPON THE
EMPLOYEE'S DEATH OR DISABILITY.
(E)
RESIGNATION.
THE EMPLOYEE MAY TERMINATE THIS AGREEMENT AND HIS
EMPLOYMENT HEREUNDER UPON NINETY (90) DAYS ADVANCE WRITTEN NOTICE TO THE
EMPLOYER ("RESIGNATION").
4
(F)
NONRENEWAL.
IN THE EVENT EITHER PARTY DOES NOT ELECT TO RENEW
THE TERM OF THIS AGREEMENT, THIS AGREEMENT AND THE EMPLOYEE'S EMPLOYMENT
HEREUNDER SHALL AUTOMATICALLY TERMINATE AS OF THE EXPIRATION OF THE CURRENT TERM
IN EFFECT ("NONRENEWAL").
6.
Compensation upon Termination
(A)
GENERAL.
IN THE EVENT OF THE EMPLOYEE'S TERMINATION OF EMPLOYMENT
FOR ANY REASON, THE EMPLOYEE OR HIS ESTATE OR BENEFICIARIES SHALL HAVE THE RIGHT
TO RECEIVE THE FOLLOWING:
(I)
THE UNPAID PORTION OF THE BASE SALARY AND PAID TIME OFF ACCRUED
AND PAYABLE THROUGH THE TERMINATION DATE;
(II)
REIMBURSEMENT FOR ANY EXPENSES FOR WHICH THE EMPLOYEE SHALL NOT
HAVE BEEN PREVIOUSLY REIMBURSED, AS PROVIDED IN SECTION 4(D); AND
(III)
CONTINUATION OF HEALTH INSURANCE COVERAGE RIGHTS, IF ANY, AS
REQUIRED UNDER APPLICABLE LAW.
(B)
TERMINATION FOR CAUSE, RESIGNATION, MUTUAL AGREEMENT OR
NONRENEWAL.
IN THE EVENT OF THE EMPLOYEE'S TERMINATION OF EMPLOYMENT BY REASON
OF (I) TERMINATION FOR CAUSE, (II) RESIGNATION, (III) MUTUAL AGREEMENT OR
(IV) NONRENEWAL, THE EMPLOYER SHALL HAVE NO CURRENT OR FURTHER OBLIGATIONS
(INCLUDING BASE SALARY) TO THE EMPLOYEE UNDER THIS AGREEMENT OTHER THAN AS SET
FORTH IN SECTION 6(A).
(C)