reimburse out-of-pocket expenses incurred by
you on behalf of the Company and accounted pursuant to Section IV.E; and
(vi)
reimburse you for any and all unused vacation
days accrued to the date of such termination.
D.
TERMINATION FOR GOOD REASON.
YOU MAY
TERMINATE THIS AGREEMENT UPON THIRTY (30) DAYS WRITTEN NOTICE TO THE COMPANY FOR
GOOD REASON.
FOR THIS PURPOSE, "GOOD REASON" MEANS:
(I) THE ASSIGNMENT TO YOU
OF ANY DUTIES INCONSISTENT WITH YOUR POSITIONS, DUTIES, RESPONSIBILITIES AND
STATUS WITH THE COMPANY AS OF THE DATE HEREOF, OR A CHANGE IN YOUR REPORTING
RESPONSIBILITIES, TITLES OR OFFICES, OR ANY REMOVAL OF YOU FROM OR ANY FAILURE
TO RE-ELECT YOU TO ANY OF SUCH POSITIONS; (II) THE FAILURE OF THE COMPANY TO
CONTINUE IN EFFECT ANY FRINGE BENEFIT OR COMPENSATION PLAN, RETIREMENT PLAN,
LIFE INSURANCE PLAN, HEALTH OR DISABILITY PLAN IN WHICH YOU WERE PARTICIPATING
(EXCEPT AS SUCH CHANGE IS PROMPTED IN GOOD FAITH BY A CHANGE IN THE LAW), OR THE
TAKING OF ANY ACTION BY THE COMPANY, WHICH COULD REASONABLY BE EXPECTED TO
ADVERSELY AFFECT YOUR PARTICIPATION IN OR MATERIALLY REDUCE YOUR BENEFITS UNDER
ANY SUCH PLANS OR DEPRIVE YOU OF ANY MATERIAL FRINGE BENEFIT
5
ENJOYED BY YOU, (III) THE REDUCTION OF YOUR SALARY OR CAR ALLOWANCE OR FAILURE
TO INCREASE SUCH SALARY AS IS PROVIDED IN SECTION IV.A ABOVE, OR ANY OTHER
BREACH OF THIS AGREEMENT BY THE COMPANY; OR (IV) THE OCCURRENCE OF A CHANGE IN
CONTROL AS DEFINED IN SECTION IX.
IN ANY SUCH CASE THE COMPANY WILL PAY YOU THE
AMOUNTS, AND PROVIDE YOU THE BENEFITS, ALL AS SET FORTH IN SECTION V.C.2 ABOVE.
E.
TERMINATION IN THE EVENT OF DEATH OR
PERMANENT DISABILITY.
THIS AGREEMENT AND YOUR EMPLOYMENT WILL TERMINATE IN THE
EVENT OF YOUR DEATH OR PERMANENT DISABILITY.
1.
IN THE EVENT OF YOUR DEATH, BASE SALARY
AND CAR ALLOWANCE WILL BE TERMINATED AS OF THE END OF THE MONTH IN WHICH DEATH
OCCURS.
2.
FOR THE PURPOSES OF THIS AGREEMENT, THE
TERM "DISABILITY" SHALL MEAN YOUR INABILITY, DUE TO ILLNESS, ACCIDENT OR ANY
OTHER PHYSICAL OR MENTAL INCAPACITY, TO SUBSTANTIALLY PERFORM YOUR DUTIES FOR A
PERIOD OF FOUR (4) CONSECUTIVE MONTHS OR FOR A TOTAL OF SIX (6) MONTHS (WHETHER
OR NOT CONSECUTIVE) IN ANY TWELVE (12) MONTH PERIOD DURING THE TERM OF THIS
AGREEMENT.
3.
UPON YOUR "DISABILITY", THE COMPANY
SHALL HAVE THE RIGHT TO TERMINATE YOUR EMPLOYMENT.
NOTWITHSTANDING ANY
INABILITY TO PERFORM YOUR DUTIES, YOU SHALL BE ENTITLED TO RECEIVE YOUR
COMPENSATION (INCLUDING BONUSES, IF ANY) AS PROVIDED HEREIN UNTIL THE LATER OF
(I) THE DATE OF YOUR TERMINATION OF EMPLOYMENT FOR DISABILITY IN ACCORDANCE WITH
THIS AGREEMENT, OR (II) THE DATE UPON WHICH YOU BEGIN TO RECEIVE LONG-TERM
DISABILITY INSURANCE BENEFITS UNDER THE POLICY PROVIDED BY THE COMPANY PURSUANT
TO THIS AGREEMENT.
ANY TERMINATION PURSUANT TO SECTION V.E.2 SHALL BE EFFECTIVE
ON THE DATE THIRTY (30) DAYS AFTER WHICH YOU SHALL HAVE RECEIVED WRITTEN NOTICE
OF THE COMPANY'S ELECTION TO TERMINATE.
F.
ENTIRE TERMINATION PAYMENT.
1.
THE