OFFICERS.
(D)
EMPLOYEE BENEFIT PLANS.
THE EXECUTIVE WILL BE ELIGIBLE TO
PARTICIPATE ON SUBSTANTIALLY THE SAME BASIS AS THE COMPANY'S OTHER SENIOR
EXECUTIVE OFFICERS IN ANY EMPLOYEE BENEFIT PLANS OFFERED BY THE COMPANY
INCLUDING, WITHOUT LIMITATION, THE COMPANY'S 401(K) LOST BENEFIT PLAN (OR ANY
SUCCESSOR THERETO), MEDICAL, DENTAL, SHORT-TERM AND LONG-TERM DISABILITY, LIFE,
PENSION, PROFIT SHARING AND NONQUALIFIED DEFERRED COMPENSATION ARRANGEMENTS.
THE COMPANY RESERVES THE RIGHT TO MODIFY, SUSPEND OR DISCONTINUE ANY AND ALL OF
THE PLANS, PRACTICES, POLICIES AND PROGRAMS AT ANY TIME WITHOUT RECOURSE BY THE
EXECUTIVE, SO LONG AS COMPANY TAKES SUCH ACTION GENERALLY WITH RESPECT TO OTHER
SIMILARLY SITUATED SENIOR EXECUTIVE OFFICERS.
(E)
BUSINESS EXPENSES.
THE COMPANY WILL REIMBURSE THE EXECUTIVE FOR
ALL REASONABLE AND NECESSARY BUSINESS EXPENSES INCURRED IN THE PERFORMANCE OF
SERVICES WITH THE COMPANY, ACCORDING TO COMPANY'S POLICIES AND UPON EXECUTIVE'S
PRESENTATION OF AN ITEMIZED WRITTEN STATEMENT AND SUCH VERIFICATION AS THE
COMPANY MAY REQUIRE.
(F)
VACATION.
THE EXECUTIVE WILL BE ENTITLED TO VACATION IN
ACCORDANCE WITH THE COMPANY'S VACATION POLICY FOR SENIOR EXECUTIVE OFFICERS, BUT
IN NO EVENT LESS THAN FOUR (4) WEEKS PER CALENDAR YEAR.
UNUSED VACATION WILL BE
CARRIED OVER FOR A PERIOD NOT IN EXCESS OF TWELVE (12) MONTHS.
5.
PAYMENTS ON TERMINATION OF EMPLOYMENT.
(A)
TERMINATION OF EMPLOYMENT FOR ANY REASON.
THE COMPANY WILL PAY OR
PROVIDE THE FOLLOWING UPON THE EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY
REASON:
(I)
EARNED BUT UNPAID BASE SALARY THROUGH THE DATE OF TERMINATION;
(II)
ANY ANNUAL INCENTIVE BONUS, OR OTHER FORM OF INCENTIVE
COMPENSATION, FOR WHICH THE PERFORMANCE MEASUREMENT PERIOD HAS ENDED AND THE
EXECUTIVE HAS BECOME ELIGIBLE IN ACCORDANCE WITH PARAGRAPH 4(B), BUT WHICH IS
UNPAID AT THE TIME OF TERMINATION;
(III)
ANY ACCRUED BUT UNPAID VACATION;
(IV)
ANY AMOUNTS PAYABLE UNDER ANY OF THE COMPANY'S EXECUTIVE BENEFIT
PLANS (OTHER THAN ANY SEVERANCE OR TERMINATION PAY PLAN) IN ACCORDANCE WITH THE
TERMS OF THOSE PLANS, EXCEPT AS MAY BE REQUIRED UNDER CODE SECTION 401(A)(13);
(V)
UNREIMBURSED BUSINESS EXPENSES INCURRED BY THE EXECUTIVE ON THE
COMPANY'S BEHALF; AND
(VI)
CONTINUED COVERAGE UNDER THE COMPANY'S GROUP HEALTH PLAN FOR THE
EXECUTIVE UNTIL HE BECOMES ELIGIBLE FOR MEDICARE COVERAGE, AND FOR THE
3
EXECUTIVE'S SPOUSE UNTIL HE BECOMES ELIGIBLE FOR MEDICARE COVERAGE; PROVIDED THE
EXECUTIVE PAYS THE APPLICABLE COBRA RATE FOR SUCH CONTINUED COVERAGE.
(B)
VOLUNTARY TERMINATION OF EMPLOYMENT FOR OTHER THAN GOOD REASON.
IN ADDITION TO THE AMOUNTS DETERMINED UNDER PARAGRAPH 5(A) ABOVE, IF THE
EXECUTIVE VOLUNTARILY TERMINATES EMPLOYMENT FOR OTHER THAN GOOD REASON, THEN IN
ADDITION TO THE AMOUNTS DETERMINED UNDER (A) ABOVE, THE EXECUTIVE WILL BE
ENTITLED TO A PRO RATA PORTION OF THE TARGET BONUS UNDER THE COMPANY'S ANNUAL
INCENTIVE PLAN FOR THE YEAR IN WHICH SUCH TERMINATION OCCURS.
(C)
TERMINATION OF EMPLOYMENT FOR DEATH OR DISABILITY.
IN ADDITION TO
THE AMOUNTS DETERMINED UNDER PARAGRAPH 5(A) ABOVE, IF THE EXECUTIVE'S
TERMINATION OF EMPLOYMENT OCCURS BY REASON OF DEATH OR DISABILITY, THE EXECUTIVE
(OR HIS ESTATE) WILL RECEIVE A PRO RATA PORTION OF ANY BONUS PAYABLE UNDER THE
COMPANY'S ANNUAL