RIGHTS AND BENEFITS UNDER ANY BONUS PLAN, INCENTIVE,
PARTICIPATION OR EXTRA COMPENSATION PLAN, PENSION PLAN, PROFIT-SHARING PLAN,
LIFE, MEDICAL, DENTAL, DISABILITY, OR INSURANCE PLAN OR POLICY OR OTHER PLAN OR
BENEFIT THAT EMPLOYER OR ITS SUBSIDIARIES MAY PROVIDE FOR EXECUTIVE (PROVIDED
EXECUTIVE IS ELIGIBLE TO PARTICIPATE THEREIN) OR EMPLOYEES OF EMPLOYER GENERALLY
AS FROM TIME TO TIME IN EFFECT DURING THE TERM OF THIS AGREEMENT (THE "PLANS").
IN ANY EVENT, EMPLOYER SHALL PROVIDE EXECUTIVE WITH TERM LIFE INSURANCE, HEALTH
INSURANCE AND LONG-TERM DISABILITY INSURANCE PROVIDED FOR EMPLOYER'S EXECUTIVE
EMPLOYEES GENERALLY. EXECUTIVE SHALL ALSO BE ENTITLED TO FRINGE BENEFITS IN
ACCORDANCE WITH THE PLANS, PRACTICES, PROGRAMS AND POLICIES AS IN EFFECT
GENERALLY WITH RESPECT TO OTHER PEER EXECUTIVES OF EMPLOYER.
(C)
PERQUISITES.
(I)
VACATION. EXECUTIVE SHALL BE ENTITLED TO
FOUR (4) WEEKS OF PAID VACATION EACH TWELVE-MONTH PERIOD, WHICH SHALL ACCRUE ON
A MONTHLY BASIS. SUCH VACATION SHALL BE TAKEN AT SUCH TIME OR TIMES AS SHALL NOT
UNDULY DISRUPT THE ORDERLY CONDUCT OF THE BUSINESS OF EMPLOYER AND THE DUTIES OF
EXECUTIVE. AT THE TIME OF ANY TERMINATION OF EMPLOYMENT, EXECUTIVE SHALL BE PAID
FOR ALL ACCRUED BUT UNUSED VACATION..
(II)
AUTO ALLOWANCE. DURING THE TERM OF THIS
AGREEMENT, EMPLOYER SHALL PROVIDE EXECUTIVE A MONTHLY AUTOMOBILE ALLOWANCE IN
THE AMOUNT OF $550 PLUS REIMBURSEMENT OF OPERATING COSTS AS IS CURRENTLY COVERED
UNDER EMPLOYER'S AUTO ALLOWANCE POLICY.
(D)
OVERALL QUALIFICATION. EMPLOYER RESERVES THE
RIGHT TO MODIFY, SUSPEND OR DISCONTINUE ANY AND ALL PRACTICES, POLICIES AND
PROGRAMS GENERALLY APPLICABLE TO EXECUTIVES AND OTHER SIMILARLY SITUATED
EXECUTIVES AT ANY TIME (WHETHER BEFORE OR AFTER TERMINATION OF EMPLOYMENT)
WITHOUT NOTICE TO OR RECOURSE BY EXECUTIVE; HOWEVER, EMPLOYER SHALL NOT AMEND
THE PERQUISITES PROVISIONS SET FORTH IN SECTION 4(C) TO REDUCE EXECUTIVE'S
BENEFITS THEREUNDER DURING THE TERM OF THIS AGREEMENT.
SECTION 5.
TERMINATION. THE COMPENSATION AND
OTHER BENEFITS PROVIDED TO EXECUTIVE PURSUANT TO THIS AGREEMENT, AND THE
EMPLOYMENT OF EXECUTIVE BY EMPLOYER, SHALL BE TERMINATED PRIOR TO EXPIRATION OF
THE TERM OF THIS AGREEMENT ONLY AS PROVIDED IN THIS SECTION 5:
2
(A)
DISABILITY. IN THE EVENT THAT EXECUTIVE
SHALL FAIL, BECAUSE OF ILLNESS, INCAPACITY OR INJURY WHICH IS DETERMINED TO BE
TOTAL ("DISABILITY") BY A PHYSICIAN SELECTED BY EMPLOYER OR ITS INSURERS AND
ACCEPTABLE TO EXECUTIVE OR EXECUTIVE'S LEGAL REPRESENTATIVE (SUCH AGREEMENT AS
TO ACCEPTABILITY NOT TO BE WITHHELD UNREASONABLY), TO RENDER, FOR THREE
CONSECUTIVE MONTHS OR FOR SHORTER PERIODS AGGREGATING NINETY (90) OR MORE
BUSINESS DAYS IN ANY TWELVE (12)-MONTH PERIOD, THE SERVICES CONTEMPLATED BY THIS
AGREEMENT, EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED BY SIXTY (60)
DAYS' PRIOR WRITTEN NOTICE OF TERMINATION FROM EMPLOYER TO EXECUTIVE.
THEREAFTER, EMPLOYER SHALL CONTINUE TO (I) PAY THE BASE SALARY TO EXECUTIVE FOR
A PERIOD OF SIX (6) MONTHS AFTER THE DATE OF TERMINATION, SUBJECT TO ADJUSTMENTS
REFERENCED IN THE FOLLOWING PARAGRAPH, AND (II) PROVIDE MEDICAL INSURANCE AS IN
EFFECT PRIOR TO SUCH TERMINATION FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE
DATE OF TERMINATION. THEREAFTER, NO FURTHER SALARY SHALL BE PAID OR MEDICAL
INSURANCE