STANDARD BENEFIT PLAN;
(II).
PARTICIPATION IN THE EXECUTIVE LONG-TERM DISABILITY 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