PLAN, SUBJECT TO ANY WAITING PERIODS OR EXCLUSIONS REQUIRED
BY THE INSURANCE PROVIDER;
(III).
FOUR WEEKS OF VACATION PER YEAR UNTIL
SUCH TIME AS EXECUTIVE'S LENGTH OF SERVICE ENTITLED EXECUTIVE TO ADDITIONAL
VACATION;
(IV).
PARTICIPATION IN THE COMPANY'S STANDARD
BENEFIT PROGRAMS INCLUDING HEALTH AND DENTAL INSURANCE, TERM LIFE INSURANCE,
ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE, SHORT AND LONG TERM DISABILITY,
PAID HOLIDAY AND CERTAIN OTHER STANDARD BENEFITS PROVIDED BY THE COMPANY; AND
(V).
PARTICIPATION IN THE COMPANY'S 401(K)
RETIREMENT PLAN.
(E)
EXPENSE REIMBURSEMENT
The Company shall reimburse Executive for all travel expenses and other
disbursements incurred by Executive for or on behalf of the Company in the
performance of his duties hereunder, subject to and in accordance with the
Company's expense reimbursement policies and procedures, as in effect from
time-to-time.
5.
TERMINATION
A)
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME
FOR CAUSE (AS HEREINAFTER DEFINED), EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO
EXECUTIVE. SUCH NOTICE SHALL SPECIFY THAT A TERMINATION IS BEING MADE FOR CAUSE,
SHALL STATE THE BASIS THEREFOR. FOR PURPOSES OF THIS AGREEMENT, TERMINATION FOR
"CAUSE" SHALL BE DEFINED AS TERMINATION BECAUSE OF:
(I).
THE CONTINUED FAILURE BY EXECUTIVE TO
SUBSTANTIALLY PERFORM, OR THE GROSS NEGLIGENCE IN THE PERFORMANCE OF, HIS DUTIES
HEREUNDER FOR A PERIOD OF 15 DAYS AFTER THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY HAS MADE A WRITTEN DEMAND FOR PERFORMANCE WHICH SPECIFICALLY IDENTITIES
THE MANNER IN WHICH HE BELIEVES THAT EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED
HIS DUTIES.
(II).
THE COMMISSION BY EXECUTIVE OF A
WILLFUL ACT OF DISHONESTY OR MISCONDUCT WHICH IS INJURIOUS TO THE COMPANY.
(III).
A CONVICTION OR A PLEA OF GUILTY OR NOLO
CONTENDERE IN CONNECTION WITH FRAUD OR ANY CRIME THAT CONSTITUTES A FELONY IN
THE JURISDICTION INVOLVED.
(IV).
THE MISCONDUCT BY EXECUTIVE WITH RESPECT TO
THE BUSINESS AND AFFAIRS OF THE COMPANY, INCLUDING MATERIAL VIOLATIONS OF ANY
COMPANY POLICY, INCLUDING THE CODE OF CONDUCT.
B)
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON
OTHER THAN CAUSE AT ANY TIME UPON ONE-YEAR'S WRITTEN NOTICE TO THE EXECUTIVE OR
THE PAYMENT TO THE EXECUTIVE OF ONE YEAR'S SALARY, INCLUDING A BONUS FOR SUCH
PERIOD, BASED ON THE AVERAGE BONUS PAID TO EXECUTIVE FOR THE TWO YEARS PRECEDING
THE TERMINATION; PROVIDED, THAT THE EXECUTIVE SHALL EXECUTE A RELEASE RELEASING
THE COMPANY FROM ALL CLAIMS AS A CONDITION OF RECEIVING THE ONE YEAR'S SALARY
AND BONUS.
C)
UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT HEREUNDER,
NEITHER EXECUTIVE NOR EXECUTIVE'S BENEFICIARY OR ESTATE SHALL HAVE ANY FURTHER
RIGHTS OR CLAIMS AGAINST THE COMPANY UNDER THIS AGREEMENT EXCEPT THE RIGHT TO
RECEIVE:
(I).
THE UNPAID PORTION OF THE SALARY
COMPUTED ON A PRO RATA BASIS TO THE DATE OF TERMINATION;
(II).
ANY UNPAID BONUS OWING UNDER
SECTION 4(B) OR 5(B), AND
2
(III).
REIMBURSEMENT FOR ANY EXPENSES FOR WHICH
EXECUTIVE SHALL NOT HAVE THERETOFORE BEE REIMBURSED AS PROVIDED IN SECTION 4(E).
D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 5, THE EXECUTIVE
SHALL HAVE THE RIGHT TO TERMINATE HIS EMPLOYMENT AT