BE ESTABLISHED BY THE COMPANY FROM TIME
TO TIME FOR INDIVIDUALS AT EXECUTIVE'S LEVEL.
THE
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COMPANY WILL ESTABLISH INDIVIDUAL AND FINANCIAL PERFORMANCE GOALS EACH YEAR
UNDER THE INCENTIVE PROGRAM, AND EXECUTIVE'S ANNUAL TARGET BONUS SHALL BE FIFTY
PERCENT (50%) OF BASE SALARY.
THE ANNUAL INCENTIVE BONUS PAYABLE UNDER THIS
SUBSECTION (B) SHALL BE PAYABLE AS A LUMP SUM AT THE SAME TIME BONUSES ARE PAID
TO OTHER EXECUTIVES, UNLESS EXECUTIVE ELECTS TO DEFER ALL OR A PORTION OF SUCH
BONUS PURSUANT TO ANY DEFERRAL PLAN ESTABLISHED BY THE COMPANY FOR SUCH PURPOSE.
(C)
EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE
IN, OR RECEIVE BENEFITS UNDER, ANY "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN
SECTION 3(3) OF ERISA) OR EMPLOYEE BENEFIT ARRANGEMENT MADE GENERALLY AVAILABLE
BY THE COMPANY TO ITS EXECUTIVES, INCLUDING PLANS PROVIDING RETIREMENT, 401
(K) BENEFITS, HEALTH CARE (INCLUDING EXEC-U-CARE), LIFE INSURANCE, DISABILITY
AND SIMILAR BENEFITS.
(D)
EXECUTIVE IS ELIGIBLE FOR VACATION IN
ACCORDANCE WITH THE COMPANY'S STANDARD VACATION POLICY.
EXECUTIVE WILL BE
PROVIDED A VEHICLE IN ACCORDANCE WITH THE COMPANY'S AUTOMOBILE POLICY.
EXECUTIVE WILL BE PROMPTLY REIMBURSED BY THE COMPANY FOR ALL REASONABLE BUSINESS
EXPENSES EXECUTIVE INCURS AND PROPERLY REPORTS IN CARRYING OUT EXECUTIVE'S
DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT.
3.
TERMINATION.
3.1
TERMINATION.
THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT AT ANY TIME
DURING THE TERM BY NOTICE TO EXECUTIVE. EXECUTIVE SHALL HAVE THE RIGHT TO
TERMINATE HIS EMPLOYMENT AT ANY TIME DURING THE TERM BY NOTICE TO THE COMPANY.
IF THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT FOR CAUSE
(AS DEFINED IN SECTION 5.2), DISABILITY (AS DETERMINED BY THE COMPANY), OR UPON
EXECUTIVE'S DEATH, OR IF EXECUTIVE TERMINATES HIS EMPLOYMENT, THE COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL CEASE AS OF THE DATE OF TERMINATION;
PROVIDED, HOWEVER, THAT EXECUTIVE WILL
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BE ENTITLED TO WHATEVER BENEFITS ARE PAYABLE TO EXECUTIVE PURSUANT TO THE TERMS
OF ANY HEALTH, LIFE INSURANCE, DISABILITY, WELFARE, RETIREMENT OR OTHER PLAN OR
PROGRAM MAINTAINED BY THE COMPANY IN WHICH EXECUTIVE PARTICIPATES.
IF THE
COMPANY TERMINATES EXECUTIVE DURING THE TERM OF THIS AGREEMENT OTHER THAN FOR
CAUSE (AND SUCH TERMINATION DOES NOT RESULT FROM EXECUTIVE'S DISABILITY OR
DEATH), EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE COMPENSATION AND BENEFITS
PROVIDED IN SUBSECTIONS (A) THROUGH (C) BELOW. UNLESS SPECIFIED OTHERWISE, THE
TIME PERIODS IN SUBSECTIONS (A) THROUGH (C) BELOW SHALL BE THE LESSER OF (I) THE
12-MONTH PERIOD (THE TWENTY-FOUR (24) MONTH PERIOD IF EXECUTIVE'S DATE OF
TERMINATION OF EMPLOYMENT IS ON OR AFTER THE DATE OF A CHANGE IN CONTROL, AS
DEFINED IN SECTION 5.3) COMMENCING ON THE DATE OF EXECUTIVE'S TERMINATION OF
EMPLOYMENT, OR (II) THE TIME PERIOD REMAINING FROM THE DATE OF EXECUTIVE'S
TERMINATION UNTIL HE ATTAINS AGE 65 (SUCH TIME PERIOD UNDER (I) OR (II) IS
HEREINAFTER REFERRED TO AS THE "SEVERANCE PERIOD"). EXCEPT AS OTHERWISE PROVIDED
HEREIN, THE COMPANY AGREES THAT IF EXECUTIVE TERMINATES EMPLOYMENT AND IS
ENTITLED TO COMPENSATION AND BENEFITS UNDER THIS SECTION 3.1, HE SHALL NOT BE
REQUIRED TO MITIGATE