EFFECTIVE DATE AND ENDING
ON THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE, AND WILL BE GRANTED AT AN
EXERCISE PRICE EQUAL TO THE CLOSING PRICE PER SHARE OF THE COMPANY'S COMMON
STOCK AS QUOTED ON THE NEW YORK STOCK EXCHANGE ON THE EFFECTIVE DATE.
7.
VACATION.
FOR AND DURING EACH CALENDAR
YEAR WITHIN THE EMPLOYMENT TERM, THE EMPLOYEE SHALL BE ENTITLED TO REASONABLE
PAID VACATION PERIODS CONSISTENT WITH HIS POSITIONS WITH THE COMPANY AND IN
ACCORDANCE WITH THE COMPANY'S STANDARD POLICIES, OR AS THE BOARD MAY APPROVE. IN
ADDITION, THE EMPLOYEE SHALL BE ENTITLED TO SUCH HOLIDAYS CONSISTENT WITH THE
COMPANY'S STANDARD POLICIES OR AS THE BOARD OR THE COMMITTEE MAY APPROVE.
8.
EXPENSE REIMBURSEMENT.
IN ADDITION TO
THE COMPENSATION AND BENEFITS PROVIDED HEREIN, THE COMPANY SHALL, UPON RECEIPT
OF APPROPRIATE DOCUMENTATION, REIMBURSE THE EMPLOYEE EACH MONTH FOR HIS
REASONABLE TRAVEL, LODGING, ENTERTAINMENT, PROMOTION AND OTHER ORDINARY AND
NECESSARY BUSINESS EXPENSES TO THE EXTENT SUCH REIMBURSEMENT IS PERMITTED UNDER
THE COMPANY'S EXPENSE REIMBURSEMENT POLICY.
9.
TERMINATION OF EMPLOYMENT.
THE COMPANY
OR THE EMPLOYEE MAY TERMINATE THE EMPLOYEE'S EMPLOYMENT AT ANY TIME AND FOR ANY
REASON IN ACCORDANCE WITH SUBSECTION 9(A) BELOW.
THE EMPLOYMENT TERM SHALL BE
DEEMED TO HAVE ENDED ON THE LAST DAY OF THE EMPLOYEE'S EMPLOYMENT.
THE
EMPLOYMENT TERM SHALL TERMINATE AUTOMATICALLY UPON THE EMPLOYEE'S DEATH.
(A)
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH) SHALL
BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO THE
OTHER PARTY HERETO IN ACCORDANCE WITH THE NOTICE PROVISIONS CONTAINED IN
SECTION 27.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL
MEAN A NOTICE THAT INDICATES THE DATE OF TERMINATION (AS THAT TERM IS DEFINED IN
SECTION 9(B)) AND, WITH RESPECT TO A TERMINATION DUE TO DISABILITY, CAUSE OR
GOOD REASON, SETS FORTH IN REASONABLE
3
DETAIL THE FACTS AND CIRCUMSTANCES THAT ARE ALLEGED TO PROVIDE A BASIS FOR SUCH
TERMINATION.
A NOTICE OF TERMINATION FROM THE COMPANY SHALL SPECIFY WHETHER THE
TERMINATION IS WITH OR WITHOUT CAUSE OR DUE TO THE EMPLOYEE'S DISABILITY.
A
NOTICE OF TERMINATION FROM THE EMPLOYEE SHALL SPECIFY WHETHER THE TERMINATION IS
WITH OR WITHOUT GOOD REASON OR DUE TO DISABILITY.
(B)
DATE OF TERMINATION.
FOR PURPOSES OF THIS
AGREEMENT, "DATE OF TERMINATION" SHALL MEAN THE DATE SPECIFIED IN THE NOTICE OF
TERMINATION (BUT IN NO EVENT SHALL SUCH DATE BE EARLIER THAN THE 30TH DAY
FOLLOWING THE DATE THE NOTICE OF TERMINATION IS GIVEN, UNLESS EXPRESSLY AGREED
TO BY THE PARTIES HERETO) OR THE DATE OF THE EMPLOYEE'S DEATH.
(C)
NO WAIVER.
THE FAILURE TO SET FORTH ANY
FACT OR CIRCUMSTANCE IN A NOTICE OF TERMINATION, WHICH FACT OR CIRCUMSTANCE WAS
NOT KNOWN TO THE PARTY GIVING THE NOTICE OF TERMINATION WHEN THE NOTICE WAS
GIVEN, SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT TO ASSERT SUCH FACT OR
CIRCUMSTANCE IN AN ATTEMPT TO ENFORCE ANY RIGHT UNDER OR PROVISION OF THIS
AGREEMENT.
(D)
CAUSE.
FOR PURPOSES OF THIS AGREEMENT,
"CAUSE" MEANS