PERFORMANCE OF HIS
DUTIES UNDER THIS AGREEMENT UPON HIS PRESENTMENT AND PROPER APPROVAL OF DETAILED
RECEIPTS IN THE FORM REQUIRED BY THE COMPANY'S POLICY.
FURTHER, THE COMPANY
SHALL REIMBURSE EXECUTIVE FOR THE $5,000 ANNUAL MEMBERSHIP FEE IN THE YOUNG
PRESIDENTS ORGANIZATION AND THE COMPANY AGREES THAT ADDITIONAL EXPENSES INCURRED
BY EXECUTIVE FOR ACTIVITIES ASSOCIATED WITH THE YOUNG PRESIDENTS ORGANIZATION
SHALL BE CREDITED AGAINST ANY BONUS EARNED BY EXECUTIVE UP TO AN AMOUNT NOT TO
EXCEED $10,000 ANNUALLY.
4.
BENEFITS.
(A)
VACATION.
EXECUTIVE SHALL BE ENTITLED TO FIFTEEN (15) DAYS
VACATION ANNUALLY IN ACCORDANCE WITH THE COMPANY'S STANDARD VACATION POLICY
EXTENDED TO SENIOR EXECUTIVES OF THE COMPANY GENERALLY, AT LEVELS COMMENSURATE
WITH EXECUTIVE'S POSITION.
EXECUTIVE MAY SCHEDULE AND TAKE VACATION AT HIS
REASONABLE DISCRETION.
(B)
HEALTH INSURANCE AND OTHER PLANS.
EXECUTIVE SHALL BE ELIGIBLE
TO PARTICIPATE IN THE COMPANY'S MEDICAL, DENTAL, AND OTHER EMPLOYEE BENEFIT
PROGRAMS, IF ANY, THAT ARE PROVIDED BY THE COMPANY FOR ITS EMPLOYEES AND THEIR
FAMILIES GENERALLY, IN ACCORDANCE WITH THE PROVISIONS OF ANY SUCH PLANS, AS THE
SAME MAY BE IN EFFECT FROM TIME TO TIME.
5.
TERM.
THE TERMS SET FORTH IN THIS AGREEMENT WILL COMMENCE ON THE
EFFECTIVE DATE AND SHALL REMAIN IN EFFECT FOR ONE (1) YEAR (THE "TERM") UNLESS
EARLIER TERMINATED AS OTHERWISE PROVIDED IN SECTION 6 BELOW.
THE TERM SHALL
AUTOMATICALLY RENEW FOR ADDITIONAL ONE (1) YEAR PERIODS (ALSO, THE "TERM"),
UNLESS EITHER OF THE PARTIES GIVES WRITTEN NOTICE TO THE OTHER OF NON-RENEWAL
NINETY (90) DAYS OR MORE PRIOR TO THE EXPIRATION OF THE TERM, OR UPON THE
OCCURRENCE OF ANY OF THE EVENTS SET FORTH IN SECTION 6.
6.
TERMINATION.
(A)
TERMINATION AT THE COMPANY'S ELECTION.
(I)
FOR CAUSE.
AT THE ELECTION OF THE BOARD, EXECUTIVE'S EMPLOYMENT
MAY BE TERMINATED FOR CAUSE (AS DEFINED BELOW) UPON WRITTEN NOTICE TO EXECUTIVE
PURSUANT TO SECTION 12 OF THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT,
"CAUSE" FOR TERMINATION SHALL MEAN THAT EXECUTIVE: (A) PLEADS "GUILTY" OR "NO
CONTEST" TO OR IS INDICTED FOR OR CONVICTED OF A FELONY UNDER FEDERAL OR STATE
LAW OR A CRIME UNDER FEDERAL OR STATE LAW WHICH INVOLVES EXECUTIVE'S FRAUD OR
DISHONESTY; (B) IN CARRYING OUT HIS DUTIES, ENGAGES IN CONDUCT THAT CONSTITUTES
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) FAILS TO REASONABLY PERFORM THE
RESPONSIBILITIES OF HIS POSITION; (D) ENGAGES IN MISCONDUCT THAT CAUSES MATERIAL
HARM TO THE REPUTATION OF THE COMPANY; OR (E) MATERIALLY BREACHES ANY TERM OF
THIS AGREEMENT OR WRITTEN POLICY OF THE COMPANY PROVIDED THAT IF THE COMPANY
PROVIDES WRITTEN NOTICE OF CAUSE PURSUANT TO (C) THROUGH (E), THE EXECUTIVE
SHALL BE GIVEN THIRTY (30) DAYS FROM THE DATE OF SUCH WRITTEN NOTICE TO CURE
SUCH CONDUCT.
WHETHER OR NOT SUCH BREACH HAS BEEN CURED WILL BE DETERMINED IN
THE REASONABLE JUDGMENT OF THE BOARD.
3
(II)
UPON DISABILITY, DEATH OR WITHOUT CAUSE.
AT THE ELECTION OF THE
COMPANY, EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED WITHOUT CAUSE: (A) SHOULD
EXECUTIVE BECOME PHYSICALLY OR MENTALLY UNABLE TO PERFORM HIS DUTIES FOR THE
COMPANY HEREUNDER