GRANT. AS SOON AS PRACTICABLE FOLLOWING THE DATE HEREOF,
THE EXECUTIVE SHALL BE GRANTED OPTIONS TO PURCHASE PARENT'S COMMON STOCK, $.01
PAR VALUE PER SHARE,
2
UNDER PARENT'S STOCK OPTION PLAN PURSUANT TO TERMS MUTUALLY AGREED UPON BY THE
PARTIES IN ACCORDANCE WITH THE TERMS SET FORTH ON EXHIBIT A ATTACHED HERETO.
(D)
OTHER. THE EXECUTIVE WILL BE ENTITLED TO SUCH HEALTH, LIFE,
DISABILITY, PENSION, SICK LEAVE AND OTHER BENEFITS AS ARE GENERALLY MADE
AVAILABLE BY THE COMPANY TO ITS EXECUTIVE EMPLOYEES. IF THE EXECUTIVE ELECTS NOT
TO PARTICIPATE IN THE COMPANY'S GROUP HEALTH PLAN, BUT RATHER OBTAINS HEALTH
COVERAGE DIRECTLY THROUGH MINNESOTA BLUE CROSS BLUE SHIELD, OR SUCH OTHER
INSURER AS THE BOARD MAY APPROVE, THE COMPANY SHALL REIMBURSE THE EXECUTIVE FOR
THE REASONABLE COST OF SUCH COVERAGE. THE EXECUTIVE WILL ALSO ACCRUE FIVE WEEKS
PAID VACATION DURING EACH YEAR DURING THE TERM IN ACCORDANCE WITH AND SUBJECT TO
THE COMPANY'S VACATION POLICY.
4.
TERMINATION.
(A)
DEATH. THIS EMPLOYMENT AGREEMENT WILL AUTOMATICALLY TERMINATE UPON
THE EXECUTIVE'S DEATH. IN THE EVENT OF SUCH TERMINATION, THE COMPANY WILL PAY TO
THE EXECUTIVE'S LEGAL REPRESENTATIVES THE SUM OF (I) 100% OF THE EXECUTIVE'S
ANNUAL BASE SALARY (AS IN EFFECT ON THE DATE OF TERMINATION (AS DEFINED BELOW)),
(II) $7,593, AND (III) ANY EARNED BUT UNPAID BONUS FOR A FISCAL YEAR ENDING
PRIOR TO THE DATE OF TERMINATION. SUCH AMOUNT SHALL BE PAID TO EXECUTIVE'S
ESTATE IN A LUMP SUM PAYMENT WITHIN SIXTY (60) DAYS FOLLOWING THE DATE OF
TERMINATION. ADDITIONALLY, THE COMPANY WILL PAY TO THE EXECUTIVE'S LEGAL
REPRESENTATIVES A PRO RATA BONUS FOR THE FISCAL YEAR IN WHICH SUCH TERMINATION
OCCURS (BASED ON THE NUMBER OF DAYS ELAPSED IN SUCH FISCAL YEAR PRIOR TO THE
DATE OF TERMINATION), AT THE TIME DURING THE NEXT FISCAL YEAR THAT THE COMPANY
PAYS BONUSES TO OTHER SENIOR EXECUTIVES FOR THE FISCAL YEAR IN QUESTION, TO THE
EXTENT SUCH BONUS WOULD BE PAYABLE BASED ON ACTUAL RESULTS OF THE COMPANY, AS
CALCULATED IN ACCORDANCE WITH SECTION 3(B) ABOVE (THE "PRO-RATA BONUS").
ADDITIONALLY, UPON ANY TERMINATION HEREUNDER, THE EXECUTIVE'S ESTATE SHALL BE
ENTITLED TO RECEIVE AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE DATE
OF TERMINATION ANY ACCRUED BUT UNPAID SALARY AND UNUSED VACATION PAY THROUGH THE
DATE OF TERMINATION, AND ANY ACCRUED VESTED BENEFITS THROUGH ANY BENEFIT PLAN,
PROGRAM OR ARRANGEMENT OF THE COMPANY AT THE TIMES SPECIFIED THEREIN
(COLLECTIVELY, THE "ACCRUED OBLIGATIONS").
(B)
DISABILITY. IF DURING THE TERM THE EXECUTIVE BECOMES PHYSICALLY OR
MENTALLY DISABLED WHETHER TOTALLY OR PARTIALLY, EITHER PERMANENTLY OR SO THAT
THE EXECUTIVE HAS BEEN UNABLE SUBSTANTIALLY AND COMPETENTLY TO PERFORM HIS
DUTIES HEREUNDER FOR ONE HUNDRED EIGHTY (180) DAYS DURING ANY TWELVE-MONTH
PERIOD DURING THE TERM (A "DISABILITY"), THE COMPANY MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT HEREUNDER BY WRITTEN NOTICE TO THE EXECUTIVE. IN THE
EVENT OF SUCH TERMINATION, THE COMPANY WILL PAY TO THE EXECUTIVE OR HIS LEGAL
REPRESENTATIVE THE SUM OF (I) 100% OF THE EXECUTIVE'S ANNUAL BASE SALARY (AS IN
EFFECT ON THE DATE OF TERMINATION), (II) $7,593