IN FULL UPON SUCH TERMINATION,
AND SHALL BE EXERCISABLE FOR A ONE-YEAR PERIOD AFTER SUCH TERMINATION.
7.
BENEFITS.
(A)
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE
IN ALL COMPANY SPONSORED RETIREMENT PLANS, 401(K) PLANS, LIFE INSURANCE PLANS,
MEDICAL INSURANCE PLANS, DISABILITY INSURANCE PLANS, AND SUCH OTHER BENEFIT
PLANS GENERALLY AVAILABLE FROM TIME TO TIME TO EXECUTIVE MANAGEMENT OF THE
COMPANY FOR WHICH HE QUALIFIES UNDER THE TERMS OF THE PLANS.
EXECUTIVE'S
PARTICIPATION IN AND BENEFITS UNDER ANY BENEFIT PLAN SHALL BE ON THE TERMS AND
SUBJECT TO THE CONDITIONS SPECIFIED IN SUCH PLAN.
THE COMPANY SHALL SUPPLEMENT
THE INSURANCE COVERAGE AND BENEFITS IN A SEPARATE EXECUTIVE BENEFITS PLAN,
INCLUDING A MINIMUM OF $1 MILLION LIFE INSURANCE COVERAGE, TO BE FULLY PAID BY
COMPANY.
(B)
EXECUTIVE WILL RECEIVE AT LEAST THREE (3)
WEEKS OF PAID VACATION PER YEAR.
8.
REIMBURSEMENT OF EXPENSES.
THE COMPANY
WILL REIMBURSE EXECUTIVE FOR THE ORDINARY AND NECESSARY EXPENSES INCURRED BY HIM
IN THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT IN ACCORDANCE WITH THE
COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME, INCLUDING, BUT NOT LIMITED TO
REIMBURSEMENT FOR MEMBERSHIP IN THE ADAPTIVE BUSINESS LEADER ORGANIZATION AND
YPO PROFESSIONAL ORGANIZATIONS.
9.
TERMINATION OF EMPLOYMENT.
(A)
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
MAY BE TERMINATED AT ANY TIME BY THE BOARD OF DIRECTORS OF COMPANY (AND BY THE
BOARD OF DIRECTORS OF ANY SUBSIDIARY OR AFFILIATED ORGANIZATION FOR EMPLOYMENT
WITH THOSE ENTITIES), WITH OR WITHOUT CAUSE.
EXECUTIVE'S EMPLOYMENT IS
"AT-WILL."
(B)
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
MAY TERMINATE AS DESCRIBED IN SECTION 2.
(C)
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
SHALL TERMINATE UPON HIS RETIREMENT, RESIGNATION OR DEATH.
(D)
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
SHALL TERMINATE UPON WRITTEN NOTICE BY COMPANY TO EXECUTIVE OF A TERMINATION DUE
TO DISABILITY.
(E)
IF EXECUTIVE'S EMPLOYMENT TERMINATES FOR
CAUSE OR FOR ANY REASON OTHER THAN AS SET FORTH IN SECTIONS 10(F) OR (G),
COMPANY SHALL BE OBLIGATED ONLY TO CONTINUE TO PAY EXECUTIVE'S BASE SALARY AND,
TO THE EXTENT EARNED, ACCRUED AND UNPAID, ANNUAL INCENTIVE BONUS AND FURNISH THE
THEN EXISTING BENEFITS UNDER SECTION 8 UP TO THE DATE OF TERMINATION; PROVIDED,
THAT IF EXECUTIVE'S EMPLOYMENT IS TERMINATED AS A RESULT OF EXECUTIVE'S
DISABILITY, EXECUTIVE SHALL REMAIN ELIGIBLE FOR BENEFITS UNDER ANY LONG-TERM
DISABILITY PROGRAM OF COMPANY, AS AMENDED FROM TIME TO TIME, AS LONG AS HIS
DISABILITY CONTINUES.
2
(F)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED
BY COMPANY WITHOUT CAUSE OR UPON EXPIRATION OF THE TERM WITHOUT EXTENSION OR
CONSTRUCTIVE TERMINATION, IN ADDITION TO THE AMOUNTS PAYABLE UNDER SECTION
10(E), EXECUTIVE SHALL BE ENTITLED TO RECEIVE HIS BASE SALARY, AND MEDICAL AND
OTHER INSURANCE BENEFITS UNDER SECTION 8(A) FOR A PERIOD OF TWELVE (12) MONTHS
AT THE TIMES AND FREQUENCY REGULARLY PAID.
AS A CONDITION TO THE SALARY AND
BENEFIT CONTINUATION UNDER THIS SECTION 10(F), EXECUTIVE MUST FIRST EXECUTE AND
DELIVER TO COMPANY, IN A FORM PREPARED BY COMPANY, A RELEASE OF ALL CLAIMS
AGAINST COMPANY AND OTHER APPROPRIATE PARTIES, EXCLUDING COMPANY'S PERFORMANCE
UNDER THIS SECTION 10(F) AND OF EXECUTIVE'S VESTED RIGHTS